Schedule 1Definitions and Interpretation

1. Definitions. Unless the context otherwise requires, the following expressions shall have the following meanings in these Terms of Use:

1.1 “Customer” has the same meaning as in the Terms & Conditions of Sale.
1.2 “Intellectual Property” means all copyright, patents, utility innovations, trademarks 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.
1.3 “Lazada Indemnitees” means Lazada and all of its respective officers, employees, directors, agents, contractors and assigns.
1.4 “Lazada”, “we”, “our” and “us” refer to Lazada E-Services Philippines, Inc., a company incorporated pursuant to the laws of Philippines under registration number CS201203115 and having its registered address at 23rd Floor, Net Park, 5th Avenue, Bonifacio Global City, Taguig City.
1.5 “Listing Price” means the price of Products listed for sale to Customers, as stated on the Platform.
1.6 “Losses” means all penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not.
1.7 “Materials” means, collectively, all web pages on the Platform, including the information, images, links, sounds, graphics, video, software, applications and other materials displayed or made available on the Platform and the functionalities or services provided on the Platform.
1.8 “Order” means your order for Products sent through the Platform in accordance with the Terms & Conditions of Sale.
1.9 “Password” refers to the valid password that a Customer who has an account with Lazada may use in conjunction with the Username to access the relevant Platform and/or Services.
1.10 “Personal Data” means data, whether true or not, that can be used to identify, contact or locate you. Personal Data can include your name, e-mail address, billing address, shipping address, phone number and credit card information. “Personal Data” shall be deemed to include any data that you have provided to us when placing an Order, regardless of whether you have an account with us.
1.11 “Platform” means (a) both the web and mobile versions of the website operated and/or owned by Lazada which is presently located at the following URL: www.lazada.com.ph; and (b) the mobile applications made available from time to time by Lazada, including the iOS and Android versions.
1.12 “Privacy Policy” means the privacy policy set out Here.
1.13 “Product” means a product (including any installment of the product or any parts thereof) available for sale to Customers on the Platform.
1.14 “Prohibited Material” means any information, graphics, photographs, data and/or any other material that:
(a) contains any computer virus or other invasive or damaging code, program or macro;
(b) infringes any third-party Intellectual Property or any other proprietary rights;
© is defamatory, libelous or threatening;
(d) is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the applicable law; and/or
(e) is or may be construed as offensive and/or otherwise objectionable, in our sole opinion.
1.15 “Services” means services, information and functions made available by us at the Platform.
1.16 “Submission” is as defined in Clause 8.1 of these Terms of Use.
1.17 “Terms & Conditions of Sale” means the terms and conditions governing a Customer’s purchase of the Products and are set out Here.
1.18 “Terms of Use” means the recitals, Clauses 1 to 12 and any Schedules to these terms and conditions.
1.19 “Trademarks” means the trademarks, service marks, trade names and logos used and displayed on the Platform, including the Lazada trademark, which is property of Lazada GmbH & Co. KG.
1.20 “Username” refers to the unique login identification name or code which identifies a Customer who has an account with Lazada.
1.21 “Voucher” means a voucher for credit which may be used by a Customer, subject to other terms and conditions, towards the payment of purchases on the Platform.
1.22 “you” and “your” refer to the individuals over the age of 18 or otherwise under the supervision of a parent or legal guardian.
2. Interpretation: Any reference in these Terms of Use to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time. In the Agreement, whenever the words “include”, “includes” or “including” are used, they will be deemed to be followed by the words “without limitation”. Unless expressly indicated otherwise, all references to a number of days mean calendar days, and the words “month” or “monthly” as well as all references to a number of months means calendar months. Clause headings are inserted for convenience only and shall not affect the interpretation of these Terms of Use. In the event of a conflict or inconsistency between any two or more provisions under these Terms of Use, whether such provisions are contained in the same or different documents, such conflict or inconsistency shall be resolved in favor of Lazada and the provision which is more favorable to Lazada shall prevail.

Last Updated: October 25, 2017

Terms & Conditions of Sale


1. Definitions & Interpretation

Unless otherwise defined, the definitions and provisions in respect of interpretation set out in Schedule 1 will apply to these Terms & Conditions of Sale.

2. Purchase of Products

2.1 Your compliance: You agree to comply with any and all the guidelines, notices, operating rules and policies and instructions pertaining to the purchase of Products through the Platform, as well as any amendments to the aforementioned, issued by Lazada (whether as part of use of the Platform or in relation to the purchase of Products, on behalf of Seller), from time to time. Lazada reserves the right to revise these guidelines, notices, operating rules and policies and instructions at any time and you are deemed to be aware of and bound by any changes to the foregoing upon their publication on the Platform.

2.2 Sellers: Products are sold by “Sellers”. Lazada may be a “Seller” for selected Products. “Seller” may also refer to a party other than Lazada (such party referred to in these Terms & Conditions of Sale as a “Third Party Vendor”). Whether a particular Product is listed for sale on the Platform by Lazada or a Third-Party Vendor may be stated on the webpage listing that Product. Products sold to you by Sellers will be governed by individual Customer Contracts (more details below in Clause 2.6) which:

2.2.1 for Products sold by Third-Party Vendors, shall be agreements entered into directly and only between the Third-Party Vendor and you; and
2.2.2 for Products sold by Lazada, shall be agreements entered into directly and only between Lazada and you.
2.3 Product description: While Seller endeavors to provide an accurate description of the Products, neither Lazada nor Seller warrants that such description is accurate, current or free from error. In the event that the Product you receive is of a fundamentally different nature from the Product as described on the Platform and which you have ordered, Clause 6 of these Terms & Conditions of Sale shall apply.

2.4 Placing your Order: You may place an Order by completing the Order form on the Platform and clicking on the “Submit Order button. Seller will not accept Orders placed in any other manner. You shall be responsible for ensuring the accuracy of the Order.

2.5 All Orders will be deemed to be irrevocable and unconditional upon transmission through the Platform and Seller shall be entitled (but not obliged) to process such Order(s) without your further consent and without any further reference or notice to you. Nevertheless, in certain circumstances as stated in Clause 8, you may request to cancel or amend the Order which Seller will endeavor to give effect to on a commercially reasonable effort basis. However, notwithstanding the foregoing, Seller is not obliged to give effect to any request to cancel or amend any Order. The details regarding the cancellation process and policy of Lazada can be accessed Here.

2.6 Seller’s reservation of rights in respect of Orders: All Orders shall be subject to Seller’s acceptance in its sole discretion and each Order accepted by Seller (such accepted Order to be referred to as a “Customer Contract”) shall constitute a separate contract. You acknowledge that unless you receive a notice from Lazada confirming your Order, Seller shall not be party to any legally binding agreements or promises made between Seller and you for the sale or other dealings with the Product(s) and accordingly Seller shall not be liable for any Losses which may be incurred as a result. For the avoidance of doubt, Seller reserves the right to decline to process or accept any Order received from or through the Platform in its absolute discretion. Please note that there are cases when an order cannot be processed for various reasons. Lazada reserves the right to refuse or cancel any order for any reason at any given time. You may be asked to provide additional verifications or information, including but not limited to phone number and address, before we accept the order

2.7 Termination by Seller in the event of pricing error: Seller reserves the right to terminate the Customer Contract, in the event that a Product has been mispriced on the Platform, in which event Lazada shall, on behalf of Seller, notify you of such cancellation. . Seller or Lazada shall have such right to terminate such Customer Contract whether or not Products have been dispatched or are in transit and whether payment has been charged to you. Upon termination of the Customer Contract under this clause, the Seller shall refund the payment charged to you for the Product, subject to the process and timelines of payment providers and/or payment partners, as provided under clause 5.6.2 below.

2.8 Product Warranty: The warranties with respect to a Product (“Product Warranty”) sold under a Customer Contract shall be as stated by Seller via the Platform, under the “Specifications” tab in the field “Product Warranty” for the relevant Product, and shall be limited by the terms and conditions therein. The warranties and conditions, remedies for breach of warranty or condition, or other terms stated in the Product Warranty are, unless expressly prohibited by applicable mandatory law, in lieu of all other terms, warranties and conditions, whether expressed or implied, statutory or otherwise. Except as expressly provided in such Product Warranty, Seller excludes (unless expressly prohibited by applicable mandatory law) all other express or implied terms, warranties or conditions with respect to the Products supplied.

2.9 Customer’s acknowledgement: You acknowledge and warrant that you have not relied on any term, condition, warranty, undertaking, inducement or representation made by or on behalf of Seller which has not been stated expressly in a Customer Contract or upon any descriptions or illustrations or specifications contained in any document including any catalogues or publicity material produced by either Lazada or Seller. You also acknowledge and agree that to the extent allowed under Philippine law, the exclusion of warranties, exclusion of liability and exclusion of remedies in these Terms & Conditions of Sale and Customer Contracts allocate risks between the parties and permit Seller to provide the Products at lower fees or prices than Seller otherwise could and you agree that such exclusions on liability are reasonable.

2.10 No representations or warranties: Without prejudice to the generality of the foregoing Clause 2.9 and to the extent allowed under Philippine law:

2.10.1 no condition is made or to be implied nor is any warranty given or to be implied as to the life or wear of the Products supplied or that they will be suitable for any particular purpose or use under any specific conditions, notwithstanding that such purpose or conditions may be known or made known to Seller;
2.10.2 any actions arising from the breach of any warranty or representation, or any right to damages, whether express or implied, shall be extinguished if an action is not brought against Lazada within six months from the date of delivery, or from the scheduled delivery of the Product.
2.10.3 Lazada shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, intangible losses, and any other type of damages caused by any breach of a Third Party Vendor’s implied or express warranty on the Products;
2.10.4 for products shipped internationally, please note that any manufacturer warranty may not be valid; manufacturer service options may not be available; product manuals, instructions and safety warnings may not be in destination country languages; the products (and accompanying materials) may not be designed in accordance with destination country standards, specifications, and labelling requirements;
2.10.5 Seller is not liable for any Losses suffered by any third party directly or indirectly caused by repairs or remedial work carried out without Lazada’s prior written approval and the Customer shall indemnify Seller against all Losses arising out of such claims;
2.10.6 Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Products has not been paid in cleared funds by the due date for payment; and
2.10.7 To the extent allowed under Philippine law, Seller shall be under no liability whatsoever in respect of any defect in the Products arising after the expiry of the applicable Product Warranty, if any.
2.11 Intellectual Property:

2.11.1 Unless the prior written consent of Lazada has been obtained, the Customer shall not remove or alter the trade marks, logos, copyright notices, serial numbers, labels, tags or other identifying marks, symbols or legends affixed to any Products.
2.11.2 Where software applications, drivers or other computer programs and/or all other design details, technical handbooks or manuals, drawing or other data (all collectively referred to as “Product Materials”) are supplied to the Customer by Seller in connection with the Order, the use and retention of the Product Materials are subject to the terms and conditions of license or use (such as end-user licenses, restrictions or conditions of use) as may be prescribed by Seller or its licensors and must not be used other than strictly in accordance with such terms and conditions.
2.11.3 The Customer agrees and acknowledges that the Product Materials shall remain the property of Seller or its licensors. The Customer further agrees that any and all Intellectual Property embodied in or relating to the Product Materials shall remain the sole and exclusive property of Seller or its licensors. Unless otherwise expressly provided in the Order or the prior written consent of Lazada has been obtained, the Customer undertakes to return the Product Materials and/or any copies thereof upon Lazada’s request.