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 an amount equal to 97% of the lowest price offered by the Vendor on the Platform for such Product (after adjustment for any discounts) within the preceding 90 calendar days (as determined from Platform’s records);
“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.
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.