Order Fulfilment & Warehousing Service Agreement (OFWSA) - Version 1.0

Effective Date: 01/07/2025
Last Updated: 01/07/2025
Official URL: https://www.lmc.vn/legal/ofwsa-1-0

About this document: This Agreement defines the scope, standards, and rules for LMC’s Order Fulfilment & Warehousing service. It applies to all Sales Orders for this service and is read alongside the Master Service Agreement (MSA v1.0). In case of conflict between this Agreement and an SO, the SO prevails.

1. Scope

This Agreement governs the Order Fulfilment & Warehousing service provided by LMC to the CUSTOMER. It covers:

• Inbound receiving and storage of CUSTOMER goods
• Order processing and outbound shipping
• Returns handling
• Inventory reporting via the Client Portal

LMC delivers this service through its 3PL partner network. The CUSTOMER’s relationship is solely with LMC — LMC is responsible for all service delivery to the standard set out here.

2. Definitions

3. Services

3.1 Inbound

LMC will:

• Receive Goods from the CUSTOMER or its designated supplier at the agreed FC
• Count, inspect externally, and record all items by SKU
• Label items with barcodes if required (fees apply per SO)
• Enter Goods into the warehouse management system and update the Client Portal

Standard inbound (loose items): count, external inspection, representative 5% expiry check.
Bulk inbound (sealed cartons stored as-is): external carton check and count only. The CUSTOMER must declare the storage unit as “carton” in the system.

3.2 Warehousing

• Goods are stored in standard commercial warehouses on pallets and racking
• Storage is tracked daily by volume (M3), calculated as L × W × H; minimum unit 0.001 M3 per item (10×10×10 cm)
• The CUSTOMER may request cool storage (25–28°C) if specified in the SO
• Inventory is managed using FIFO (first in, first out) or FEFO (first expiry, first out) per the SO

3.3 Outbound

LMC will:

• Pick Goods from stock according to the Outbound Order
• Pack using standard materials (cardboard box, sealed polybag, bubble wrap) or CUSTOMER-supplied packaging
• Apply the shipping label and hand the parcel to the designated carrier
• Update the Client Portal with outbound confirmation

Shipping weight is the greater of actual weight or dimensional weight. Dimensional weight = L × W × H (cm) ÷ 6,000 (kg).

B2C orders are held for 72 hours after packing before auto-cancellation if not handed over. B2B orders are held for 96 hours (storage surcharge applies after that; maximum 6 days).

3.4 Returns Handling

• Returns are received, externally inspected, and counted
• LMC assesses the condition of each returned item and sends the CUSTOMER a handling report
• The CUSTOMER is charged a per-order returns fee as specified in the SO

3.5 COD (Optional)

If elected in the SO, LMC will arrange COD collection through the carrier and remit collected amounts to the CUSTOMER’s nominated bank account on a schedule agreed in the SO.

3.6 Client Portal

The CUSTOMER receives login credentials to the Client Portal. The CUSTOMER is responsible for keeping credentials secure. All actions taken under the CUSTOMER’s account are the CUSTOMER’s responsibility.

3.7 Value-Added Services

The following VAS are available on request and priced in the SO:

• Priority order processing (45-min or 2-hour SLA)
• Barcode / label printing and application
• QC inspection (per product category)
• Kitting / combo assembly and disassembly
• IMEI / Serial Number tracking
• Inventory count support (beyond the included free annual count)
• After-hours processing (multiplier applies — see SO)

4. Service Standards

4.1 Operating Hours

Specific FC addresses and hours are confirmed in each SO.

4.2 Inventory Management

• Goods are tracked by SKU, Batch/Lot, Expiry Date, and/or Serial Number as elected in the SO
• The SKU declared at inbound must match the SKU used at outbound; changes require written notice
• All pallets and racking positions are recorded in the warehouse management system
• Real-time stock levels are visible through the Client Portal

4.3 Stock Counts

• LMC performs an internal stock count once per quarter and shares results with the CUSTOMER
• One joint stock count per year is included at no charge
• Additional joint counts or ad-hoc count support are charged per the VAS rates in the SO

4.4 Platform Integrations

LMC supports standard integrations with Shopee, TikTok Shop, Lazada, and Shopify at no additional charge. Other platforms or custom API connections may attract a setup fee — confirm in the SO.

4.5 Service Level Commitments

SLA exclusions — commitments above do not apply where delay results from:

• Incomplete or incorrect documentation provided by CUSTOMER
• Goods arriving outside FC operating hours without prior booking
• Force Majeure (MSA §10)
• Platform or carrier system outage outside LMC’s control

Breach notification — if LMC identifies it will miss an SLA commitment due to its own fault, it will notify the CUSTOMER within 4 business hours with the cause and revised timeline. Where the breach causes a quantifiable loss, the CUSTOMER may raise a claim under §6.

5. Client Obligations

5.1 Goods Documentation

The CUSTOMER must provide valid legal documentation for all Goods, including:

• VAT invoice (input invoice) for domestically sourced goods
• Import customs declaration and VAT invoice for imported goods
• Warehouse release note and internal transfer slip where applicable
• Vietnamese-language secondary labels where required by law

LMC may refuse to accept or process Goods where documentation is incomplete. Any costs arising from regulatory action due to missing documentation are borne by the CUSTOMER.

5.2 Prohibited Goods

The CUSTOMER warrants that all Goods are legally permitted to circulate and be stored under Vietnamese law. LMC may inspect any Goods it reasonably suspects are prohibited. If prohibited Goods are found, LMC may seal and return them or surrender them to the relevant authority; all costs are borne by the CUSTOMER.

5.3 Packaging & Labeling

• Goods must be packaged to withstand standard warehousing and handling
• Each item must carry a scannable barcode or QR code; LMC can print and apply labels for a fee
• The CUSTOMER must notify LMC before inbound if any Goods require special storage conditions (temperature, humidity, fragility, odour, pest risk)

5.4 Goods Insurance

The CUSTOMER is responsible for insuring its own Goods. LMC maintains fire and explosion insurance for warehouse infrastructure only. If the CUSTOMER does not insure its Goods, it bears all loss not directly caused by LMC’s negligence.

5.5 On Contract Termination

Within 96 hours of the effective termination date, the CUSTOMER must:

1. Settle all outstanding Service Fees
2. Collect all Goods from the FC

Storage fees continue to accrue on remaining Goods beyond 96 hours. If Goods remain uncollected for 45 days after termination and all fees are unpaid, LMC may dispose of the Goods to recover the outstanding balance. Any surplus after recovery is returned to the CUSTOMER; any shortfall remains the CUSTOMER’s liability.

6. Claims and Compensation

6.1 Claim Deadlines

Claims must be submitted to LMC within the following timeframes:

Claims submitted outside these deadlines will not be accepted.

6.2 How to File a Claim

Submit to LMC’s 3PL Operations contact (specified in SO) with:

• Description of the issue and relevant dates
• SKU / Order ID
• Photos or video evidence (where applicable)
• Supporting documents: delivery records, proof of goods value

LMC will acknowledge receipt within 8 business hours and provide a resolution timeline.

6.3 Processing Time

Standard claims: resolved within 15 business days.
Complex claims: resolved within 2 calendar months, in line with applicable Vietnamese law.

6.4 Compensation Rates

Compensation is calculated as: Purchase price × compensation rate.

Purchase price = price on the input VAT invoice or import customs declaration (inclusive of import duty).

Custody of damaged goods:

• Damage compensation < 80% of value → CUSTOMER retains goods
• Damage compensation ≥ 80% of value → LMC retains goods

For set products where one item in the set is damaged, compensation is calculated across the full set if LMC retains the goods, or on the damaged item only if the CUSTOMER retains the goods.

6.5 Inventory Discrepancy

Surpluses and shortfalls discovered during operations are recorded and held until the next quarterly stock count. At each quarterly reconciliation:

• Net shortage > net surplus (by value): LMC compensates the CUSTOMER for the difference and adjusts stock accordingly
• Net surplus ≥ net shortage (by value): LMC adjusts stock; surplus carried forward to offset future shortfalls

Compensation under this section is settled within 30 days of mutual written confirmation. Late compensation accrues interest at 0.05% per day.

6.6 LMC Exclusions

LMC bears no liability for loss or damage where:

1. The loss results entirely from the CUSTOMER’s own error or its authorised representatives
2. Recipient address information provided by the CUSTOMER was inaccurate or incomplete
3. Goods are seized, destroyed, or confiscated by government authority due to the CUSTOMER’s failure to provide proper documentation or due to prohibited goods
4. Loss results from inherent product defect, natural quality degradation, or sealed packaging that cannot be opened for inspection at handover
5. Loss or delay results from a Force Majeure event
6. The CUSTOMER failed to follow the claim procedure set out in §6.1–§6.2

7. Fees

7.1 Structure

All fees are set out in the SO for each engagement. The fee schedule covers:

• Warehousing (M3/day)
• Inbound handling (standard inbound is included; special handling is charged)
• Outbound processing (per item / weight tier)
• Returns processing (per order)
• Packaging materials (per item / size)
• Value-Added Services (per item or per order as applicable)
• Shipping (carrier charges, passed through or quoted separately)

All prices exclude VAT. Currency: VND.

7.2 Fee Adjustments

LMC will give 30 days’ written notice before any fee change takes effect. If the CUSTOMER does not accept the new fees, it may terminate the SO for the affected service under MSA §11.

7.3 Late Payment

Late payment terms follow MSA §5.3: 0.05% per day on the overdue amount after the payment deadline stated in the SO. LMC may suspend outbound services after 7 days of overdue balance and may dispose of Goods after 60 days as set out in §5.5 above.

8. Ownership and Risk

Title to and risk of loss of all Goods remain with the CUSTOMER at all times while Goods are in LMC’s (or its 3PL partner’s) care. LMC’s liability is limited to the compensation framework in §6.

9. Intellectual Property

Each party retains all intellectual property rights in its own trademarks, software, and systems. Neither party is licensed to use the other’s IP except as strictly necessary to perform this Agreement.

10. Amendments

LMC may update this Agreement by posting a new version at the Official URL. Updates apply to SOs signed after the update date. For active SOs, updates require 30 days’ notice and the CUSTOMER’s non-objection in writing, per MSA §14.

11. Governing Law

This Agreement is governed by the laws of Vietnam (Commercial Law No. 36/2005/QH11 and Civil Code No. 91/2015/QH13). Disputes are resolved first by good-faith negotiation, then by competent Vietnamese courts if unresolved within 30 days.

This document is published electronically. Acceptance is confirmed by signing a Sales Order that references this Agreement.