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The Fulfilment Agreement between you (“Vendor”) and SCommerce Private Limited (“SCommerce”) (each a “Party” and collectively the “Parties”) comprises these Fulfilment by Shopee Terms & Conditions (“T&Cs”), the cover agreement between Vendor and SCommerce (“Cover Agreement”), and all relevant Delivery Notes specifying the fulfilment of any Products.

Vendor acknowledges and agrees that (i) the Fulfilment Agreement is intended to cover the fulfilment of Products within Singapore only, and (ii) the Fulfilment Agreement shall not be applicable in respect of any Products to be sold by Vendor in its capacity as a cross-border seller under the Shopee platform (if applicable).

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;

“Fulfilment Service Fees” means the fees payable by Vendor to SCommerce for the fulfilment services provided by SCommerce under this Agreement (as detailed in the Rate Card), comprising the following:

(i)        Handling Fees, to be charged on a per-unit basis depending on the weight and dimensions of each unit;

(ii)    Storage Fees, to be charged on a per-cubic metre monthly usage basis;

(iii)    Value Added Services Fees, to be charged on a per-unit basis depending on the amount of Value Added Services requested by Vendor; and

(iv)    such other fees as may be charged by SCommerce from time to time.

“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;

“Parties” means the parties to the Fulfilment Agreement and their respective successors and permitted assigns, and Party means any one of them;

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

“Products” means the products that Vendor delivers to the Warehouse for fulfilment by SCommerce under the Fulfilment Agreement;

“Rate Card” means the table setting out the details for the calculation of the Fulfilment Service Fees, as set out in Schedule 1 and as may be amended by SCommerce from time to time at its sole discretion (including to provide for temporary discounts and/or other adjustments) without prior notice to Vendor;

“Replacement Value” of a Product means the cost price of such Product as provided to us by the Vendor upon entry into this Agreement and as may be amended by Vendor up to once a calendar quarter;

“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.

“Warehouse” means the delivery point designated by SCommerce for delivery of the Products from the Vendor.

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

(a)    a reference to any document or clauses in such document (including these T&Cs and the Platform's Terms of Service) is to that document or clauses in such document as varied, novated, ratified, renumbered 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 headings of clauses are 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 Fulfilment 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 Fulfilment Agreement shall not be renewed.

3.    DELIVERY OF PRODUCTS

3.1    Products shall be delivered by Vendor (at Vendor’s own cost) to SCommerce at the Warehouse for fulfilment by SCommerce.

3.2    Prior to the delivery of any Products, Vendor and SCommerce shall agree upon the type and quantity of Products to be fulfilled, the details of which shall be recorded in a delivery note to be attached to each delivery of Products (“Delivery Note”).

3.3    Before accepting delivery of Products at the Warehouse, SCommerce shall verify that the delivered Products conform with the information in the Delivery Note. If there is any discrepancy between the Products delivered and the information in the Delivery Note, SCommerce may, at its sole discretion, (i) refuse delivery of the Products (or part thereof), or (ii) accept any additional Products that are not set out in the Delivery Note, subject to any applicable Fulfilment Service Fees for such additional Products (as may be set out in the Rate Card).

3.4    Vendor shall not deliver any Product to SCommerce that is unlabelled, insufficiently labelled, defective, damaged or unfit for a particular purpose (“Unsuitable Products”). SCommerce may return Unsuitable Products to Vendor (at Vendor’s cost).

3.5    If Products are shipped to SCommerce from countries outside of Singapore, Vendor shall be the importer-of-record and be responsible for all taxes, customs duties and fees levied on the importation of the Products.

4.    WAREHOUSING AND TITLE TO PRODUCTS

4.1    Following confirmation of receipt of delivery, SCommerce shall provide, or procure the provision of, warehousing and storage services for the Products.

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

4.3    SCommerce shall not:

(a)    change, alter or otherwise modify any Products in any way;

(b)    mortgage, promise, pledge or otherwise encumber any Product to secure any debt whatsoever; or

(c)    move Products from its Warehouse to another storage facility without Vendor’s knowledge and consent.

4.4    Products stored in the Warehouse shall be reasonably identified as property of Vendor. SCommerce shall be responsible for all stock discrepancies occurring after receipt, verification and inventory of Products at the Warehouse.

4.5    In the event a Product is lost or damaged whilst in the possession or control of SCommerce, SCommerce shall pay the Vendor the Replacement Value. The Vendor agrees that the Replacement Value of a Product is the total liability of, and the Vendor’s only remedy against, SCommerce, its agents, representatives and contractors under the Fulfilment Agreement in relation to loss of, or damage to, such Product.

4.6     SCommerce may, from time to time and subject to agreement with Vendor, provide Vendor with additional value added services in respect of any Products that are in the possession or control of SCommerce (“Value Added Services”), including but not limited to re-labelling and/or re-packaging services. The Fulfilment Service Fees applicable for such Value Added Services shall be set out in the Rate Card (or separately notified by SCommerce), and may be amended by SCommerce from time to time at its sole discretion without prior notice to Vendor.

5.    SALE OF PRODUCTS

5.1    Vendor shall offer, and use reasonable efforts to sell, the Products on the Platform. Vendor shall ensure that the selling price of the Product (after adjustment for any discounts) on the Platform shall at all times be higher than the Replacement Value of such Product.

5.2    When a Product is sold to a Buyer, SCommerce will:

(a)    locate the Product from the Warehouse; and

(b)    arrange for the shipment of the Product to the shipping address provided by the Buyer.

For the avoidance of doubt, the actual shipment of the Product does not fall within the scope of the fulfilment services provided under this Fulfilment Agreement, and shall be covered by the applicable agreement and/or Shopee Policy governing the shipment and/or delivery of such Product.

5.3    SCommerce may, at its sole discretion, carry out further packaging or modify the packaging of Products in order to secure the integrity of the Products for delivery, and may ship the Products together with other products purchased by the Buyer from other merchants.

5.4    If required by law, Vendor shall issue a tax invoice to the Buyer for the sale of the Product.

6.    BUYER RETURNS

6.1    SCommerce shall receive and process returns of any Products from Buyers. Unless otherwise specified in the Cover Agreement, Returned Products shall be:

(a)    (in respect of Products that SCommerce determines at its sole discretion to be in sellable condition) placed back into the Vendor’s inventory of Products at the Warehouse (and for the avoidance of doubt, no additional Handling Fees would be chargeable); or

(b)    (in respect of all other Products) disposed of, in which case (i) Vendor shall be charged the applicable disposal fee (as set out in the Rate Card), and (ii) SCommerce shall, subject to the procedures in Clauses 6.2 to 6.4, arrange for Vendor to be reimbursed a sum equal to Replacement Value of the relevant Product.

6.2    SCommerce shall provide the Vendor with a written report following the end of each calendar quarter which sets out (i) the Products disposed by SCommerce, and (ii) the aggregate amounts to be reimbursed by SCommerce, under Clause 6.1(b) in such calendar quarter (“Disposal Reimbursement Report”).

6.3    Within fourteen (14) days of receiving each Disposal Reimbursement Report, to the extent that Vendor is registered for GST based on the prevailing tax laws, Vendor must provide SCommerce with a valid tax invoice (“Disposal Reimbursement Invoice”) in accordance with such Disposal Reimbursement Report detailing the goods / services supplied, amounts to be reimbursed and the GST component.

6.4    Disposal Reimbursement Invoices shall be payable by SCommerce to Vendor within thirty (30) Business Days from the date it receives a valid tax invoice. SCommerce is entitled to set off any amount Vendor owes SCommerce and/or its affiliates under these T&Cs against any amount that SCommerce owes Vendor under it (including any amounts to be reimbursed).

7.    DISPOSAL OF PRODUCTS AND RETURN OF PRODUCTS TO VENDOR

7.1    The Vendor may, at any time, request that Products be returned or that SCommerce dispose of Products. Such requests shall be subject to confirmation by SCommerce and payment by Vendor of the applicable return-to-supplier or disposal fee (as set out in the Rate Card).

7.2    SCommerce may elect to return Products to the Vendor for any reason, including upon termination of the Fulfilment Agreement. Such returns shall be subject to payment by Vendor of the applicable return-to-supplier fee (as set out in the Rate Card) if SCommerce determines at its sole discretion that the return is necessary due to reasons outside of SCommerce’s control (including, but not limited to, the relevant Products having expired or being near-expiry).

7.3    Any return of Products under Clauses 7.1 or 7.2 will be effected by the Vendor collecting the relevant Products from the Warehouse (“Return to Vendor Exercise”). If the Vendor fails to collect the Products by the agreed date, then the Products will be deemed abandoned and SCommerce may elect to dispose of the Products without liability to SCommerce (and at the cost and expense of Vendor).

7.4    Vendor may only raise a dispute in connection with a Return to Vendor 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 Vendor collecting the Product(s).

(b)    Vendor 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 7.5 and Vendor’s compliance with this Clause 7.4, SCommerce may (but shall not be obliged to) pay Vendor a sum equal to the Replacement Value of the 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 Vendor Exercise shall not exceed 0.5% of the net merchandise value of the Products sold by Vendor on the Platform (and which have been fulfilled by SCommerce under this Fulfilment Agreement) in the three (3) months prior to the date that the dispute was raised by Vendor. For the avoidance of doubt, Vendor shall continue to retain possession of the relevant Product(s) after the payment of any Reconciliation Amount. Vendor acknowledges that the Reconciliation Amount (if any) shall be Vendor’s sole and exclusive remedy in connection with any Return to Vendor Exercise, and releases SCommerce from any and all Losses incurred by Vendor in connection thereto.

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

(a)    the number and type of Products affected;

(b)    the Replacement Value of the Product(s);

(c)    the total Reconciliation Amounts; and/or

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

7.6    Within fourteen (14) days of receiving each Reconciliation Report, to the extent that Vendor is registered for GST based on the prevailing tax laws, Vendor must provide SCommerce with a valid tax invoice (“Reconciliation Invoice”) in accordance with such Reconciliation Report detailing the Reconciliation Amounts, goods / services supplied, and the GST component.

7.7    Reconciliation Invoices shall be payable by SCommerce to Vendor within thirty (30) Business Days from the date it receives a valid tax invoice. SCommerce is entitled to set off any amount Vendor owes SCommerce and/or its affiliates under these T&Cs against any amount that SCommerce owes Vendor under it (including any Reconciliation Amount).

7.8    SCommerce may dispose of any Product (and the Vendor will be deemed to have consented to such action and be required to pay the applicable disposal fee as set out in the Rate Card): (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 Vendor fails to direct SCommerce to return or dispose of any Product within thirty (30) days after notification under Clause 7.9 that the Product has been recalled or returned by a Buyer.

7.9    The Vendor 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 Vendor under SCommerce’s standard processes. The Vendor will be responsible for all costs and expenses incurred in connection with any recall or potential recall or safety alerts of any of the Vendor’s Products (including paying the applicable fees for the return of the Product to Vendor and/or disposal of the Product, as set out in the Rate Card). For the avoidance of doubt, (i) the returns and/or disposals under Clauses 7.8 and 7.9 do not fall within the scope of the other procedures within Clauses 6 to 7, and (ii) SCommerce shall not be required to reimburse Vendor the Replacement Value (or any other amount) in respect of any Products returned and/or disposed under Clause 7.8 and 7.9.

8.    FULFILMENT SERVICE FEES

8.1    SCommerce shall issue an invoice for the Fulfilment Services Fees to the Vendor on a monthly basis, in accordance with applicable law and according to the rates indicated in the Rate Card, and all invoices must be paid within thirty (30) days from the date of the invoice.

8.2    If any amount due to SCommerce remains unpaid after the due date, SCommerce shall be entitled, without limiting any other rights it may have, to:

(a)    deduct the Fulfilment Services Fees from the Vendor’s Seller Balance on the Platform in accordance with Section 10.7(ix) of the Terms of Service; and/or

(b)     charge interest on the outstanding amount at the rate of 0.05% per day from the due date until such outstanding amount is paid in full; and/or

(c)    suspend, withhold or discontinue the Services (including, for the avoidance of doubt, the right to retain possession of any Products in the Warehouse and to reject any instructions for the shipment of such Products from the Warehouse) until the full payment of the outstanding amount and the interest thereon are received by SCommerce.; and/or

(d)    liquidate, sell and/or otherwise dispose of such Products in SCommerce’s possession as SCommerce may deem necessary at its sole discretion, for the purpose of setting off the proceeds from such disposal against the outstanding amount and the interest thereon (if applicable) after the expiry of three (3) months from the date the applicable outstanding amount is due.

8.3    The Vendor acknowledges and agrees that:

(a)    in connection with any exercise by SCommerce of its right under clause 8.2(c), the Vendor hereby irrevocably appoints SCommerce as the Vendor’s agent and attorney-in-fact, to act for and on the Vendor’s behalf to liquidate, sell and/or dispose of the Products (and to do all such acts or things as may be necessary in connection therewith);

(b)    pursuant to Clause 8.2(c), SCommerce may liquidate, sell and/or dispose the relevant Products in such manner or method, and in accordance with such timeline, as it may determine at its sole discretion;

(c)    upon the exercise of the right under Clause 8.2(c), SCommerce shall cease to have any obligations whatsoever (including to provide any services) in respect of any Products which are the subject of such exercise; and

(d)    the Vendor shall be responsible for any and all costs and expenses incurred in connection with the exercise of SCommerce’s rights under Clause 8.2, and the Vendor hereby indemnifies and holds harmless SCommerce from and against any and all losses, claims (including third party claims), costs, expenses, damages and/or any other liabilities which may be incurred by SCommerce in connection with such exercise.

9.    TAXES

9.1    The payments due under this Fulfilment Agreement, from Vendor to SCommerce, are exclusive of sales, service, use, consumption, value-added, goods-and-services, business, duties and any similar Taxes (collectively, "Taxes"). Vendor shall be responsible for all Taxes and other charges arising out of, or associated with, the sale of the Products and undertakes to pay all such Taxes in a timely manner. In the event that the Vendor does not pay Taxes, and such Taxes and (if applicable) any associated penalties are required to be paid by SCommerce, SCommerce shall be entitled to recover such amounts paid from the Vendor.

9.2    Where payments are required to be made from SCommerce to Vendor, and to the extent that the Vendor is required to register for GST and charges GST on the goods / services supplied based on the prevailing tax laws, Vendor warrants that it is registered for GST purposes at each time a taxable supply is made and indemnifies SCommerce for any loss it suffers as a result of Vendor not being registered for GST purposes. On request by SCommerce, Vendor must produce evidence that it is so registered.

10.    INSURANCE

10.1    Vendor shall, at its own cost and expense, procure and maintain comprehensive insurance in relation to the sale of the Products including, but not limited to, product liability insurance.

10.2    SCommerce shall, at its own cost and expense, procure and maintain industrial all risk insurance, public liability insurance and fidelity guarantee insurance in relation to the storage of the Products at the Warehouse.

11.    TERMINATION

11.1    Either Party (the “Terminating Party”) may terminate the Fulfilment Agreement:

(a)    without cause with sixty (60) days’ written notice; and

(b)    immediately with written notice to the other Party (“Breaching Party”) if:

(i)        the Breaching Party commits a fundamental breach of any of its obligations under the Fulfilment Agreement, and such breach is not remedied (if capable of remedy) within seven (7) days of notice in writing from the Terminating Party requiring that such breach be remedied;

(ii)    the Breaching Party is in breach of any of its obligations under the Fulfilment Agreement, 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 the Terminating Party requiring that such breach be remedied;

(iii)    SCommerce reasonably believes for any reason that the Vendor is no longer able to perform its obligations under the Fulfilment Agreement; or

(iv)    the Breaching Party 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 Breaching Party.

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

11.3    Upon the termination of the Fulfilment Agreement:

(a)    SCommerce shall:

(i)        fulfil all purchases of Products made by Buyers as at the date of termination;

(ii)    provide to Vendor, within thirty (30) business days of termination of the Fulfilment Agreement, an invoice for the Fulfilment Service Fees for the period up to the date of termination (the “Final Invoice”);

(iii)    continue to maintain, store and safeguard all Products in the Warehouse until the date such Products are collected by Vendor (at Vendor’s own cost) and in any event no more than thirty (30) days after termination of the Fulfilment Agreement. SCommerce may charge Vendor a reasonable fee for storing the Products after termination of the Fulfilment Agreement; and

(iv)    otherwise be discharged from any further obligations under the Fulfilment Agreement; and

(b)    Vendor shall pay the Final Invoice within thirty (30) days from the date of invoice.

12.     LIABILITY

12.1    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.

12.2    SCommerce’s liability to the Vendor for any and all Losses arising out of or in connection with the Fulfilment Agreement, shall in no event exceed the Fulfilment Service Fees for the twelve (12) months immediately preceding the occurrence of the event giving rise to Vendor’s claim for Losses.

13.    INDEMNITY

13.1    The Vendor indemnifies and releases SCommerce against any claims (including any claims by third parties), loss, damage, cost (including legal costs), expense or liability arising out of:

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

(b)    any wilful or negligent act or omission of the Vendor or any of its officers, employees or, agents (“Vendor Parties”) in relation to the performance of its obligations under the Fulfilment Agreement;

(c)    any breach of any third party’s rights by any Vendor Parties, including in respect of any claim that the Product infringes, or their importation infringes the Intellectual Property Rights of any other person anywhere in the world; and

(d)    any product liability with respect to Buyers or other consumers.

14.    REPRESENTATIONS AND WARRANTIES

14.1    The Vendor represents and warrants to SCommerce that:

(a)    it has valid legal title to all Products and all necessary rights to distribute the Products and to perform its obligations under the Fulfilment Agreement;

(b)    it will deliver all Products in new and merchantable condition;

(c)    all Products and their packaging will comply with all applicable marking, labelling, and other requirements required by law;

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

(e)    it has comprehensive insurance in relation to the sale of the Products including, but not limited to, product liability insurance;

(f)        it is not aware of any claims made by any third party with regard 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 Fulfilment Agreement and the performance thereof by the Vendor has been duly authorised and constitutes a valid and binding agreement of the Vendor, enforceable against it in accordance with the terms thereof;

(h)    all information furnished to SCommerce with regard 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 Vendor in connection with the entry into the Fulfilment Agreement and the performance of the same, have been duly obtained; and

(j)        the entry, delivery and performance of the Fulfilment Agreement by the Vendor 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 Vendor and/or the sale of the Products.

14.2    SCommerce represents and warrants to Vendor that:

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

(b)    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 SCommerce in connection with the entry into the Fulfilment Agreement and the performance of the same, have been duly obtained; and

(c)    the entry, delivery and performance of the Fulfilment Agreement by SCommerce 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 SCommerce and/or the sale of the Products;

15.    FORCE MAJEURE

15.1    Neither Party shall be liable to the other for loss or damage resulting from delay or failure to perform this Fulfilment Agreement, 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 this Fulfilment Agreement.

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

16.    CONFIDENTIAL INFORMATION

16.1    Neither Party will use information contained in the Fulfilment Agreement, exchanged in prior negotiations or any tender process for any purpose not contemplated by the Fulfilment 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.

16.2    Clause 16.1 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).

17.    RELATIONSHIP

17.1    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.

18.    ASSIGNMENT

18.1    Neither Party may assign this Fulfilment Agreement or any of its rights or obligations under this Fulfilment Agreement without the prior written consent of the other Party, provided always that SCommerce may assign such rights or obligations to an affiliate or for the purposes of a corporate restructuring. For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party.

19.    COSTS

19.1    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 this Fulfilment Agreement, and the enforcement or attempted enforcement of respective rights, remedies and powers under this Fulfilment Agreement, including referral of any issue under this Fulfilment Agreement to arbitration.

20.    SANCTIONS

20.1    The Vendor represents and warrants that:

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

20.1.1.1.    is a Restricted Party; or

20.1.1.2.    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

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

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

20.2.1    fund any trade, business or other activities of any Restricted Party; or

20.2.2    cause SCommerce to be in breach of any Sanctions or becoming a Restricted Party; or

20.2.3    engage in any dealings or transactions with any Restricted Party.

21.    ENTIRE AGREEMENT

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

22.    VARIATION

22.1    These T&Cs may be modified by SCommerce from time to time without notice to Vendor.

23.    GOVERNING LAWS

23.1    The Fulfilment 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 Fulfilment Agreement, including the breach, termination or validity of the Fulfilment Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to the Fulfilment 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 one (1) arbitrator and the language of the arbitration shall be English.

24.    PARTIAL INVALIDITY

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

25.    SURVIVAL

25.1    Clauses 11 (Termination), 12 (Liability), 13 (Indemnity), 14 (Representations and Warranties), 16 (Confidential Information), 23 (Governing Laws), 25 (Survival) and 27 (Notices) shall survive the expiration and termination of the Fulfilment Agreement.

26.    WAIVER

26.1    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.

27.    NOTICES

27.1    Any notice, request, demand or other communications required by the Fulfilment Agreement 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 and any notice sent by registered post shall be deemed to 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 been received on the next day which is not a Sunday or a public holiday.

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

If to SCommerce:

1 Fusionopolis Place,

Galaxis, #17-10

Singapore 138522

Attention: Group General Counsel

Email: legal@shopee.com

If to Vendor:

As specified in the Cover Agreement

28.    COUNTERPARTS

28.1    The Fulfilment Agreement may be executed in counterparts.

Schedule 1

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