TERMS AND CONDITIONS OF SALE

1. Interpretation

1.1 In these Conditions:

● “Buyer” refers to any individual or entity that purchases Goods on the Platform.

● “Conditions” means these Terms and Conditions of Sale.

● “Contract” means the agreement formed when the Seller accepts an order placed by the Buyer on the Platform for the purchase of Goods offered by the Seller.

● “Goods” (also referred to as “products”) means the items made available for sale on the Platform, including any installment of such items or any parts thereof.

● “Lazada” means Lazada South East Asia Pte. Ltd. (Company Registration No.: 201119668C), a company incorporated in Singapore with its registered office at 51 Bras Basah Road, #01-21 Lazada One, Singapore 189554.

● “Lazada Terms and Conditions” means these Terms and Conditions of Sale, together with all other applicable terms, conditions, and policies relating to the use of the Platform and/or the Services.

● “Platform” means the website located at Laza1688.org.

● “Seller” means any seller who uses the Platform and/or Services to offer and sell Goods to Buyers, including Third-Party Vendors. Lazada itself may also act as a “Seller” for certain Goods.

● “Services” means the use of any services, information, or functions provided by Lazada through the Platform.

● “Third-Party Vendor” means a seller, other than Lazada, who uses the Platform and/or Services to sell Goods to Buyers.

● “Writing” includes electronic mail and any other comparable means of communication.

1.2 Any reference in these Conditions to any statutory provision shall be interpreted as a reference to that provision as amended, re-enacted, or extended from time to time.

1.3 Any reference to “Lazada” in these Conditions shall include Lazada acting in its own capacity as Seller, as the operator of the Platform, and/or as an agent for Third-Party Vendors acting as Sellers under each Contract.

1.4 The headings in these Conditions are for convenience only and shall not affect the interpretation of any of these terms and conditions.

2. Basis of the Contract

2.1 The Platform serves as a venue and provides an opportunity for the sale of Goods between the Buyer and the Seller (collectively, the “Parties”). The identity of the Seller for any particular Goods listed for sale on the Platform—whether Lazada or a Third-Party Vendor—may be indicated on the product listing page for such Goods.

2.2 When the Buyer places an order on the Platform for Goods sold by Lazada and Lazada accepts that order, a Contract is formed directly between the Buyer and Lazada. Conversely, when the Buyer places an order on the Platform for Goods sold by a Third-Party Vendor and that order is accepted by the Third-Party Vendor, a Contract is formed directly between the Buyer and the Third-Party Vendor. In such cases, Lazada is not a party to that Contract or to any other agreement between the Buyer and the Third-Party Vendor and assumes no obligations in connection with any such Contract. The Parties to such Contracts are solely responsible for the performance of the Contract between them, including the listing of Goods, warranties, and any related matters.

2.3 Any information provided on the Platform regarding the supply of Goods—including photographs, drawings, details of delivery scope, appearance, performance, dimensions, weight, consumption of operating materials, operating costs, or any information disclosed by Third-Party Vendors via the chat system—is provided for general information purposes only and is not binding. By entering into the Contract, the Buyer acknowledges and agrees that he/she/it does not rely on, and waives any claim arising from, any such representations or information.

2.4 Although the Seller strives to provide accurate descriptions of the Goods, neither Lazada nor the Seller warrants that such descriptions are precise, current, or error-free. If the Goods received by the Buyer differ materially from the Goods described on the Platform and ordered by the Buyer, Clause 7 of these Conditions shall apply.

2.5 Any typographical, clerical, or other errors or omissions in any quotation, invoice, or other document or information issued or published by Lazada on the Platform are subject to correction without any liability on the part of Lazada.

3. Orders and Specifications

3.1 The Buyer may purchase Goods by completing and submitting the order form on the Platform and shall be solely responsible for ensuring the accuracy of the order details. All orders shall be deemed automatically accepted by the Seller upon submission through the Platform, and each accepted order shall constitute a separate Contract that is deemed irrevocable and unconditional. Lazada shall have the right (but not the obligation) to process such orders without any further consent from the Buyer. Notwithstanding the foregoing, the Buyer may request to cancel or amend an order, and Lazada shall use commercially reasonable efforts (but shall not be obliged) to accommodate such requests.

3.2 The Contract between the Buyer and the Seller shall be deemed concluded automatically upon the Buyer placing the order through the Platform. For the avoidance of doubt, the Seller shall not refuse or cancel any order once it has been placed by the Buyer. Lazada reserves the right to require the Buyer to provide contact and other verification information, including but not limited to address and telephone numbers.

3.3 No concluded Contract may be modified or cancelled by the Buyer except with Lazada’s prior written consent and on the condition that the Buyer shall fully indemnify Lazada against all losses (including loss of profit), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by Lazada as a result of such modification or cancellation, as the case may be.

4. Platform Operating Models (Fully-Managed and Semi-Managed)

4.1 Fully-Managed Model
 Under the Fully-Managed Model, the Platform directly sources Goods from the Supplier. The Seller’s responsibilities are limited to managing and marketing the store and its products. All operational aspects, including warehousing, packaging, delivery, after-sales services, and customer support, are handled exclusively by the Platform. Under this model, the Seller acknowledges and agrees that profit margins are generally lower due to the comprehensive support provided by the Platform.

4.2 Semi-Managed Model
 Under the Semi-Managed Model, the Platform and the Supplier enter into a supply arrangement whereby the Seller purchases Goods from the Supplier at an agreed cost price once a Customer places an order through the Seller’s store on the Platform. After the Seller purchases the Goods, the Supplier is responsible for packaging and shipping the Goods directly to the Customer. Under this model, the Seller assumes responsibility for sourcing and payment at cost price and acknowledges that this model generally allows for higher profit margins compared to the Fully-Managed Model.

4.3 The Seller agrees to comply with the relevant obligations applicable under each model as determined by the Platform and shall ensure that all transactions and communications adhere to the Platform’s policies and all applicable laws.

5. Price

5.1 The price of the Goods shall be the price stated on the Platform at the time the Buyer places and completes the order form on the Platform. The stated price includes any applicable sales tax, service tax, value-added tax, or similar taxes for which the Buyer shall be responsible. Delivery shall be provided to the Buyer free of charge; any delivery costs shall be borne entirely by the Supplier.

5.2 In the event that any Goods have been mispriced on the Platform, the Seller shall not have the right to unilaterally terminate the Contract and shall honor the price as listed at the time of the order. Any necessary notice to the Buyer shall be provided via email or other electronic communications through the Platform.

6. Delivery / Performance

6.1 Delivery of the Goods shall be made to the address specified by the Buyer in his/her/its order. The Buyer shall not be entitled to select a specific delivery time for the Goods.

6.2 If the Buyer requests that the Goods be delivered to a designated collection point (“Collection Point”), the Buyer will receive a notification once the Goods have been delivered to the Collection Point. The Buyer must collect the Goods from the Collection Point within three (3) working days from the date of delivery to the Collection Point. Failure to do so will result in the termination of the Contract, the return of the Goods to the Seller, and a refund to the Buyer.

6.3 Lazada reserves the right, at any time and without prior notice to the Buyer, to subcontract all or any part of its obligations for the sale or delivery of the Goods to any third party as it deems appropriate.

6.4 Any dates quoted for the delivery of the Goods are approximate only, and delays may occur. Time for delivery of the Goods or performance of the Seller’s obligations shall not be of the essence. Lazada shall not be liable for any delay in delivery or performance, regardless of the cause.

6.5 If the Seller fails to deliver the Goods in accordance with the Contract or within a reasonable time, the Buyer may, by providing written notice to Lazada, demand that delivery be completed within a specified period, which shall not be less than fourteen (14) days. If Lazada fails to deliver within such specified period, the Buyer shall be entitled to terminate the Contract and receive a refund of any payments made for the undelivered Goods.

6.6 If the Goods are delivered to the Buyer after a refund has already been issued pursuant to Clause 6.5 above, the Buyer shall immediately notify Lazada of such delivery. Ownership of the Goods shall not pass to the Buyer, who shall hold the Goods as Lazada’s fiduciary agent and bailee and shall keep the Goods separate from the Buyer’s own property. Lazada shall have the right at any time to demand that the Buyer return the Goods to Lazada, and in the event of non-compliance, Lazada reserves the right to take legal action against the Buyer to recover the Goods. Lazada also reserves the right to claim damages and all related costs, including but not limited to legal fees, from the Buyer.

6.7 If the Buyer fails to take delivery of the Goods (other than due to circumstances beyond the Buyer’s reasonable control or the Seller’s fault), then, without prejudice to any other rights or remedies available to Lazada, Lazada may:

6.7.1 sell the Goods at the best price reasonably obtainable and, after deducting all reasonable storage and selling expenses, account to the Buyer for any excess over the Contract price (provided full payment has been received), or charge the Buyer for any shortfall below the Contract price; or

6.7.2 terminate the Contract and claim damages.

7. Return, Refund, and Replacement of Goods

7.1 Except for perishable goods, all returns must be carried out in accordance with the instructions set forth in the Return Policy. The Buyer may initiate the return process by contacting Lazada or the Seller through the Platform, as applicable. The applicable Return Policy logo(s) for each Goods can be found on the respective product page.

7.2 The Buyer may, by completing the Online Return Form, request to return purchased Goods to Lazada or the Seller in exchange for a replacement or a refund. The Buyer shall ensure that the purchased Goods are returned to Lazada or the Seller within the returns eligibility period specified in the Return Policy. For the avoidance of doubt, this period begins on the date the Buyer receives the Goods and ends on the postmark date of the return parcel. In the case of damaged Goods, the Buyer must contact Lazada or the Seller within forty-eight (48) hours of receipt to expedite the claim process.

7.3 The Buyer may only apply to return purchased Goods under the following circumstances:

7.3.1 the Goods delivered to the Buyer are defective and/or damaged upon delivery;
 7.3.2 the Goods, particularly fashion items, do not fit;
 7.3.3 the Goods delivered to the Buyer are materially different from the description provided by the Seller in the product listing;
 7.3.4 the Goods delivered to the Buyer do not match the agreed specifications (e.g., incorrect size, color, etc.) stated in the order;
 7.3.5 the Buyer has a change of mind regarding the Goods; and
 7.3.6 any other circumstances as may be specified by Lazada on the Platform.

7.4 Notwithstanding Clause 7.3 above, milk formula products may be returned except in the case of a “change of mind” request. The Buyer must ensure that the milk formula packaging remains unopened; otherwise, it will not be accepted for return.

7.5 Notwithstanding Clause 7.3 above, returns or cancellations of any perishable goods are not permitted. To ensure satisfaction with the received product, the Buyer should inspect the contents immediately upon delivery.

7.6 The application for return of purchased Goods may also be subject to additional terms and conditions as specified by Lazada on the Platform. Please refer to the Help Center for further details.

7.7 Questions and Complaints Regarding Returns

7.7.1 If you have any questions or complaints, you may either (i) contact the Seller directly through the Platform or (ii) contact Lazada via the “Contact Us” page on the Platform, as applicable.

7.7.2 In the event the Buyer is unable to resolve any dispute directly with the Seller through amicable negotiations, Lazada reserves the right, at its sole discretion, to propose and implement an appropriate resolution.

8. Risk of and Property in the Goods

8.1 Risk of damage to or loss of the Goods shall pass to the Buyer at the time of delivery; or, if the Buyer fails to take delivery of the Goods, at the time when Lazada has tendered delivery of the Goods.

8.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, title to the Goods shall not pass to the Buyer until Lazada has received full payment in cash or cleared funds for the price of the Goods and for all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

8.3 Until such time as title to the Goods passes to the Buyer, the Buyer shall hold the Goods as Lazada’s fiduciary agent and bailee and shall keep the Goods separate from the Buyer’s own goods.

8.4 The Buyer agrees to promptly notify Lazada of any matter affecting Lazada’s title to the Goods and shall provide Lazada with any information relating to the Goods as Lazada may reasonably require from time to time.

8.5 Until such time as title to the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), Lazada shall be entitled, at any time, to demand that the Buyer return the Goods to Lazada. In the event of non-compliance, Lazada reserves the right to take legal action against the Buyer to recover the Goods and further reserves the right to claim damages and all other related costs, including but not limited to legal fees.

8.6 The Buyer shall not be entitled to pledge or otherwise encumber by way of security any of the Goods that remain the property of Lazada. Should the Buyer do so, all monies owing by the Buyer to Lazada shall (without prejudice to any other right or remedy of Lazada) immediately become due and payable.

8.7 If the provisions in this Clause 8 are not effective under the laws of the country in which the Goods are located, the legal concept closest in nature to retention of title in that jurisdiction shall be deemed to apply mutatis mutandis to give effect to the underlying intent of this clause, and the Buyer shall take all necessary steps to implement the same.

8.8 The Buyer shall indemnify Lazada against all losses, damages, costs, expenses, and legal fees incurred by Lazada in connection with the assertion and enforcement of Lazada’s rights under this clause.

9. Termination

9.1 The Buyer may terminate the Contract at any time before the Seller dispatches the Goods by providing written notice to Lazada via the Platform’s online customer service, by email, or by telephone. In the event that the Goods have already been dispatched, the Buyer shall not be entitled to terminate the Contract but may return the Goods only in accordance with Clause 7 of these Conditions.

10. Warranties and Remedies

10.1 Except as expressly provided in these Conditions, all other warranties, conditions, or terms, whether statutory or implied by common law, are excluded to the fullest extent permitted by law.

10.2 Subject to this Clause 10, Lazada warrants that the Goods will conform to their specifications at the time of delivery and agrees to remedy any non-conformity for a period of twelve (12) months commencing from the date on which the Goods are delivered or deemed delivered (“Warranty Period”). Where the Buyer is acting as a consumer (within the meaning of the Sale of Goods Act 1957 and the Consumer Protection Act 1999), Lazada further provides such implied warranties as cannot be excluded by law.

10.3 The above warranty given by Lazada is subject to the following conditions:

10.3.1 No condition or warranty is made or implied regarding the lifespan or durability of the Goods, nor that they will be suitable for any particular purpose or use under specific conditions, regardless of whether such purpose or conditions have been communicated to Lazada.

10.3.2 Any description given of the Goods is for identification purposes only and shall not constitute a sale by description.

10.3.3 Lazada is obligated only to deliver Goods in accordance with the general description under which they were sold, whether or not any special or specific description has been given or is implied by law. Any such special or specific description shall be regarded solely as Lazada’s opinion. Lazada shall not be liable for any special or specific description provided by Third-Party Vendors through the chat system. Lazada does not warrant the quality, condition, or fitness of the Goods.

10.3.4 Lazada shall not be liable for any measures or actions taken by the Buyer or third parties and the resulting consequences, including but not limited to improper repair of defects, unauthorized alterations to the Goods, or the addition or installation of parts, particularly spare parts not supplied by Lazada.

10.3.5 Lazada shall not be liable for any defects arising from unsuitable or improper use, defective installation or commissioning by the Buyer or third parties, normal wear and tear, willful damage, negligence, abnormal working conditions, defective or negligent handling, improper maintenance, excessive load, unsuitable operating or replacement materials, substandard workmanship, unsuitable foundations, chemical, electro-technical, electronic or electrical influences, failure to follow Lazada’s instructions (whether oral or written), misuse, alteration, or repair of the Goods without Lazada’s prior approval.

10.3.6 Lazada shall not be liable for any loss, damage, or liability of any kind suffered by any third party directly or indirectly resulting from repairs or remedial work carried out without Lazada’s prior written consent, and the Buyer shall indemnify Lazada against all losses, liabilities, and costs arising from such claims.

10.3.7 Lazada shall have no liability under the above warranty (or any other warranty, condition, or guarantee) if the total price for the Goods has not been paid in full in cleared funds by the due date for payment.

10.3.8 Lazada shall have no liability whatsoever for any defect in the Goods arising after the expiry of the Warranty Period.

10.4 If there is any defect in the quality or condition of the Goods, or if the Goods fail to conform to their specifications, the Buyer may apply to return the defective and/or damaged Goods to Lazada or the Seller for a replacement or refund in accordance with Laza’s Return Policy and Clause 7 of these Conditions.

10.5 As an alternative to returning defective or damaged Goods for a refund or replacement under Clause 7 of these Conditions, the Buyer may request that such Goods be repaired. Lazada or the Seller, however, shall have the sole discretion to accept or reject such a request. Once Lazada or the Seller accepts the request, it shall be irrevocable, and the non-conforming Goods (or parts thereof) will be repaired as originally ordered. The Buyer may not subsequently elect to return the Goods under Clause 7 once the request has been accepted.

10.6 If the Goods are not repaired within a reasonable period despite a written notice from the Buyer, the Buyer shall be entitled to a reduction of the price proportionate to the reduced value of the Goods; provided, however, that in no event shall such reduction exceed fifteen percent (15%) of the price of the affected Goods. In lieu of repair, Lazada may, at its sole discretion, grant such a price reduction to the Buyer. Upon a repair or price reduction as described herein, the Buyer shall have no further claims against the Seller.

10.7 When Lazada or the Seller has provided replacement Goods or issued a refund to the Buyer, the non-conforming Goods (or parts thereof) shall become the property of Lazada or the Seller.

11. Liability

11.1 In no event shall Lazada be liable for any loss of profit or goodwill, loss of production or revenue, or any type of special, indirect, or consequential loss whatsoever (including any loss or damage suffered by the Buyer as a result of a claim brought by a third party), even if such loss was reasonably foreseeable or Lazada had been advised by the Buyer of the possibility of such loss.

11.2 The remedies set forth in Clause 10 of these Conditions are the Buyer’s sole and exclusive remedies for any non-conformity of or defects in the Goods, and Lazada’s liability in relation thereto shall be strictly limited as provided in Clause 10.

11.3 If multiple events give rise substantially to the same loss, they shall be regarded as constituting a single claim under these Conditions.

11.4 No action may be brought against Lazada more than twelve (12) months after the date on which the Buyer became aware, or ought reasonably to have become aware, of the circumstances giving rise to a claim, and in any event no later than twelve (12) months after the end of the Warranty Period.

12. General

12.1 Neither Lazada nor the Seller shall be liable for any non-performance, error, interruption, or delay in the performance of its obligations under these Conditions (or any part thereof) if such non-performance, error, interruption, or delay is due, in whole or in part, directly or indirectly, to any event or failure beyond its reasonable control; provided, however, that the Seller shall remain fully responsible for performing its obligations to the Buyer except where such failure is solely due to a genuine force majeure event.

12.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in writing and addressed, if to Lazada, to its registered office or principal place of business and, if to the Buyer, to the address or email address provided by the Buyer.

12.3 Unless the context otherwise requires, any term or expression which is defined in or given a particular meaning by the provisions of the International Commercial Terms (Incoterms) published by the International Chamber of Commerce shall have the same meaning in these Conditions. However, if there is any conflict between the provisions of the Incoterms and these Conditions, these Conditions shall prevail.

12.4 No waiver by Lazada of any breach of the Contract by the Buyer shall be deemed a waiver of any subsequent breach of the same or any other provision. Further, Lazada’s failure to enforce any provision of these Conditions shall not constitute a waiver of such provision, and shall not affect Lazada’s right to enforce these Conditions at a later date.

12.5 If any provision of these Conditions is held by any competent authority to be illegal, invalid, or unenforceable in whole or in part, the validity of the remaining provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.

12.6 No person who is not a party to the Contract (including any employee, officer, agent, representative, or subcontractor of either party) shall have any right to enforce any term of the Contract which expressly or by implication confers a benefit on that person without the express prior written agreement of the parties, which agreement must specifically refer to Clause 3.3 of these Conditions.

12.7 The Buyer shall not make any claim against Lazada for any dispute, controversy, or claim arising out of or related to the Contract, its breach, termination, or invalidity.

12.8 Any typographical, clerical, or other error or omission in any acceptance, invoice, or other document issued by the Seller shall be subject to correction without any liability on the part of the Seller.

12.9 Lazada may, through the Platform or by any other method of notification that Lazada may designate, vary these Conditions. Any such variation shall take effect on the date specified by Lazada. If the Buyer continues to use the Platform after such date, the Buyer shall be deemed to have accepted the variation. If the Buyer does not accept the variation, the Buyer must cease accessing or using the Platform and must terminate these Terms and Conditions of Sale.

12.10 In the event that these Conditions are executed or translated in any language other than English (“Foreign Language Version”), the English language version shall govern and shall prevail over the Foreign Language Version.

12.11 These Conditions constitute the entire agreement between the Buyer and the Seller with respect to the subject matter hereof and supersede and replace in full all prior understandings, communications, and agreements relating to such subject matter.

12.12 Lazada reserves the right to delegate or subcontract the performance of any of its obligations under these Conditions and to use any service providers, subcontractors, and/or agents on such terms as Lazada deems appropriate.