TERMS AND CONDITIONS OF SALE

1. Interpretation

1.1 In these Conditions:

• “Buyer” means any individual or entity that purchases Goods on the Platform.

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

• “Contract” means the contract formed when a Seller accepts an order placed by a Buyer on the Platform for the purchase of Goods.

• “Goods” (also referred to as “products”) means the items offered for sale on the Platform, including any part or instalment thereof.

• “Voghion” means Voghion, the operator of the Platform, acting as a marketplace operator and/or, where applicable, as a seller.

• “Platform” means the Voghion website and any related mobile applications or digital platforms operated by Voghion.

• “Seller” means any seller (including third-party sellers) offering Goods for sale through the Platform. Voghion may also act as a Seller for certain Goods.

• “Services” means the marketplace, payment facilitation, logistics coordination, customer support, and other services provided by Voghion via the Platform.

• “Third-Party Vendor” means a Seller other than Voghion.

• “Writing” includes electronic communications.

1.2 References to legislation are references to such legislation as amended or replaced from time to time.

1.3 References to Voghion include Voghion acting as platform operator, Seller, or agent (where applicable).

1.4 Headings are for convenience only and do not affect interpretation.

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 Voghion 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 Voghion and Voghion accepts that order, a Contract is formed directly between the Buyer and Voghion. 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, Voghion 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 Voghion 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 Voghion on the Platform are subject to correction without any liability on the part of Voghion.

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. Voghion 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 Voghion 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. Voghion 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 Voghion prior written consent and on the condition that the Buyer shall fully indemnify Voghion against all losses (including loss of profit), costs (including the cost of all labor and materials used), damages, charges, and expenses incurred by Voghion as a result of such modification or cancellation, as the case may be.

4. Platform Operating Models (Semi-Managed)

4.1 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. 

4.2 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.

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 Voghion 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. Voghion 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 Voghion, demand that delivery be completed within a specified period, which shall not be less than fourteen (14) days. If Voghion 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 Voghion of such delivery. Ownership of the Goods shall not pass to the Buyer, who shall hold the Goods as Voghion’s fiduciary agent and bailee and shall keep the Goods separate from the Buyer’s own property. Voghion shall have the right at any time to demand that the Buyer return the Goods to Voghion, and in the event of non-compliance, Voghion reserves the right to take legal action against the Buyer to recover the Goods. Voghion also reserves the right to claim damages and all related costs, including but not limited to legal fees, from the Buyer.

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 Voghion 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 Voghion or the Seller in exchange for a replacement or a refund. The Buyer shall ensure that the purchased Goods are returned to Voghion 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 Voghion 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 Voghion 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 Voghion 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 Voghion 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, Voghion 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 Voghion 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 Voghion 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 Voghion fiduciary agent and bailee and shall keep the Goods separate from the Buyer’s own goods.

8.4 The Buyer agrees to promptly notify Voghion of any matter affecting Voghion title to the Goods and shall provide Voghion with any information relating to the Goods as Voghion 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), Voghion shall be entitled, at any time, to demand that the Buyer return the Goods to Voghion. In the event of non-compliance, Voghion 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 Voghion. Should the Buyer do so, all monies owing by the Buyer to Voghion shall (without prejudice to any other right or remedy of Voghion) 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 Voghion against all losses, damages, costs, expenses, and legal fees incurred by Voghion in connection with the assertion and enforcement of Voghion 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 Voghion 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”).

10.3 The above warranty given by Voghion 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 Voghion.

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 Voghion 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 Voghion.

10.3.4 Voghion 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 Voghion instructions (whether oral or written), misuse, alteration, or repair of the Goods without Voghion prior approval.

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

10.4 When Voghion 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 Voghion or the Seller.