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SCOMMERCE WAREHOUSING AND FULFILMENT TERMS & CONDITIONS

The Warehousing and Fulfilment Agreement (“Agreement”) between you (“Supplier”) and SCommerce Philippines Inc. (“SCommerce”) (each a “Party” and collectively the “Parties”) comprises these SCommerce Warehousing and Fulfilment Terms & Conditions (“T&Cs”), the cover agreement between Supplier and SCommerce (“Cover Agreement”), and all relevant notices to deliver 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 the Philippines;

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

“Buyer Purchase” has the meaning prescribed to it in Clause 3.7;

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

“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.

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

“Platform” means the electronic platform “Shopee” operated by Shopee Philippines Inc. 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 VAT;

“Supplier Amount” for a Product means the amount payable by SCommerce to the Supplier following a successful Buyer Purchase, which is agreed on by SCommerce and Supplier before Supplier begins selling on the Platform. For avoidance of doubt, Supplier Amount is inclusive of VAT (when Supplier is VAT-registered);

“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;

(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 “Php” is to Philippine Peso; and

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

2. TERM AND DURATION

2.1. The 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 Agreement shall not be renewed.

3. SUPPLIER SALES THROUGH THE PLATFORM

3.1. Supplier will sell products on the Platform and avail of the various warehousing, inventory management and fulfilment services offered by SCommerce in this Agreement in order to do so.

3.2. SCommerce and the Supplier will agree on Products to be included as part of this service which SCommerce will display in a store managed by SCommerce on the Platform, and SCommerce will charge Supplier a corresponding service fee.

3.3. Once SCommerce and the Supplier have agreed on the Products Supplier wishes to be displayed, SCommerce shall send the Supplier a notice to deliver Products in a definite quantity to SCommerce, which quantity shall be decided by SCommerce depending on the storage space available. In the event that the Supplier is aware that it will be unable to deliver the Products according to the notice to deliver, the Supplier must immediately notify SCommerce in writing of the subsequent proximate date that it will be able to do so.

As SCommerce is reliant on the notice to deliver to manage the space in its warehouse, Supplier’s failure to comply with a notice to deliver or failure to notify SCommerce in writing when it will be able to do so shall entitle SCommerce to claim compensation for the damage, loss, or as the case may be, loss of profit suffered by SCommerce.

Upon receipt of the notice to deliver, Supplier shall then:

(a) deliver the Products promptly to the place designated by SCommerce and bear all the costs and expenses related to the delivery;

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

(c) abide by all laws, rules and regulations that apply to the performance of its obligations under these T&Cs, using best industry practices.

3.4. 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) daily inventory update; and (iv) SKU barcode.

3.5. Following confirmation of receipt of delivery, SCommerce shall provide warehousing and storage services for the Products.

3.5.1. SCommerce shall not:

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

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

3.6. Products stored in the warehouse shall be reasonably identified as property of Supplier. SCommerce shall be responsible for all stock discrepancies occurring after receipt, verification and inventory of Products at its warehouse.

3.7. SCommerce shall make the Products available on the Platform for purchase by Buyers (“Buyer Purchase”). The listing price of the Products on the Platform shall take into account (a) the recommended retail price provided by Supplier, (b) the service fee in clause 3.2 of this Agreement, and (c) the fee for the warehousing, inventory management, and fulfilment services provided by SCommerce for the Product, which fees may be varied by SCommerce depending on general demand, and (d) Platform-related expenses.

(a) For the avoidance of doubt, listing prices can be higher or lower than the recommended retail price of the relevant Products.

(b) Supplier acknowledges and agrees that 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). 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).

3.8. SCommerce reserves the right, in its sole discretion, to determine in all aspects the manner that Product is listed, displayed and categorized on the Platform, and to control the look and feel of the Platform. SCommerce reserves the right to refuse to or cease to feature Products on the Platform where:

(a) SCommerce deems that the Products listed for sale may not contribute to the variety of products listed for sale on the Platform;

(b) SCommerce deems that Supplier fails to meet or is incapable of meeting Supplier’s obligations in this Agreement; or

3.9. Supplier warrants that the quality of the Products is in accordance with the description and specifications provided to SCommerce, and 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 the Products.

3.10. Following each Buyer Purchase, SCommerce shall:

(a) use all reasonable skill and diligence to fulfil the Buyer Purchase in accordance with best industry practices.

(b) after collection, arrange for the shipment of the Product to the shipping address provided by the relevant Buyer; and

3.11. 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 3.9.

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. Once Products are delivered by Supplier to the place designated by SCommerce, the Products are subject to SCommerce’s or its appointed agent’s inspection and approval at that place.

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 the specifications provided to SCommerce, or do not meet the requirements in SCommerce’s notice to deliver, 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) deliver to SCommerce a replacement Product which satisfies the requirements of the applicable notice to deliver within seven (7) 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 or returned by a Buyer.

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).

4.7. In the event that no Buyer has ordered a Product within sixty (60) days from the date that the Product is delivered, SCommerce shall have the right to return the Product to Supplier at the place designated by Supplier, at the Supplier’s expense. If there is no response from Supplier within forty-five (45) days upon the request for return to supplier, SCommerce shall have the right to dispose of the Product with no liability to Buyer.

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, at the Supplier’s direction, be:

(a) placed back into the Supplier’s inventory of products at SCommerce’s warehouse;

(b) removed by, and at the expense of, the Supplier within fourteen (14) days of the Supplier being notified of the return; or

(c) disposed of, and the Supplier shall reimburse SCommerce for all expenses it incurs in connection with such removal 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 Bi-weekly Report (defined below) (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(c).

6. PAYMENT OF SUPPLIER PROCEEDS

6.1. SCommerce shall provide a written report to the Supplier on a bi-weekly basis (“Bi-weekly Report”) specifying:

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

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

6.2. If Supplier does not dispute the Bi-weekly Report within five (5) Business Days from receipt thereof, SCommerce shall transmit the Supplier Proceeds to Supplier within fourteen (14) Business Days of the date of the Bi-weekly Report according to the transmittal mode agreed on. Supplier shall issue invoices to Buyer. Supplier acknowledges and agrees that Supplier will be responsible for paying all taxes, customs and duties for the Products sold and SCommerce cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Supplier is advised to seek professional advice if in doubt.

6.3. 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.

6.4. All other costs, charges, fees and expenses for or arising out of or in connection with this Agreement including all costs involved storage insurances and any other fees shall be for the account of the Supplier.

6.5. 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. VAT AND WITHHOLDING TAX

7.1. The Supplier warrants that it is registered for VAT purposes and indemnifies SCommerce for any loss it suffers as a result of the Supplier not being registered for VAT purposes. Upon request by SCommerce, the Supplier shall produce evidence that it is so registered.

7.2. In accordance with Bureau of Internal Revenue (BIR) Revenue Regulations (RR) No. 16-2023, Supplier acknowledges that as an online seller, it may be subject to one percent (1%) Creditable Withholding Tax of fifty percent (50%) on its gross remittances (i.e., 0.05% of gross sales) if it falls under one of the following categories:

(a) it submits a sworn declaration (SD) of gross remittances that its total income exceeds P500,000,

(b) its total annual gross remittances from SCommerce in previous year or for the current year exceeded P500,000, or

If Supplier’s income is equal to or below this threshold it may be exempt from the withholding tax, provided that it also submits to SCommerce a Sworn Declaration stamped and verified by its BIR Revenue District Office (RDO).

Furthermore, Supplier warrants that it has duly registered with the BIR before entering into this Agreement, as required by RR No. 16-2023.

8. WARRANTIES

8.1. The Supplier warrants that:

(a) all Products supplied under this Supply 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 sell Products to Buyer and to avail of SCommerce services under this Agreement;

(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 this 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 Agreement and the performance of the same, have been duly obtained; and

(j) the entry, delivery and performance of this Agreement by the Supplier is not prohibited by, and 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, and Supplier has all the required regulatory permits and certifications necessary to enter into enter into this Agreement and sell the Products on the Platform.

9. INSURANCE

9.1. Supplier 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.

9.2. SCommerce shall, at its own cost and expense, procure and maintain comprehensive insurance in relation to the storage of the Products at its warehouse including, but not limited to, contents insurance.

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 this 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 this 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 this Agreement; and

(c) any breach of any third party's rights, including in respect of any claim that the Products 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 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 this 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 our warranties 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 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 transmit the Supplier Proceeds in accordance with this Agreement 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 this 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 display of the Products, including the right and licence to use the Supplier’s Materials with any promotional activities relating to the Products.

14.2. Any Materials created by SCommerce in the course of displaying and promoting the Products or otherwise in connection with this 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 Agreement, exchanged in prior negotiations for any purpose not contemplated by the 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. 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 this Agreement or any of its rights or obligations hereunder 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 this Agreement, including referral of any issue under this Agreement to arbitration.

19. SANCTIONS

19.1. The Supplier represents and warrants that:

(a) neither 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

20. ENTIRE AGREEMENT

20.1. The Agreement herein constitute the entire agreement between the Parties concerning the subject matter of the 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. This Agreement shall be governed by the laws of the Philippines. In the event of any dispute, controversy, difference or claim arising under or relating to this Agreement (including, without limitation: (1) any contractual or non-contractual rights, obligations or liabilities; and (2) any issue as to the existence, validity or termination of this Agreement) (a “Dispute”), a Party shall promptly notify the other Party in writing (the “Dispute Notice”) and the Parties shall conduct discussions and negotiations in good faith. Any resolution of such Dispute is to be set forth in writing signed by the Parties. If such Dispute cannot be satisfactorily resolved by the Parties through good faith negotiations within thirty (30) days after the Dispute Notice, it shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in the Philippines in accordance with the Arbitration Rules of the PDRCI (“PDRCI Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Mandaluyong City. This arbitration agreement shall be governed by Philippine law including the Alternative Dispute Resolution Act. The Tribunal shall consist of one (1) arbitrator 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 Agreement such invalidity must not affect the enforceability of any other part or provision of the 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 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 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, 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 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 service on the respective Parties shall be as follows:

If to SCommerce PH:

Corner of Honest Street and Determined Street,

Calamba Premiere International Park (CPIP),

Brgy. Batino, Calamba, Laguna 4027

Attention: Group General Counsel

Email: legal.ph@scommerce.ph

If to Supplier:

As specified in the Cover Agreement

27. COUNTERPARTS

27.1. This Agreement may be executed in counterparts.

Version date: February 28, 2024

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