1.  Taxpayer and Seller of Record

Seller is the taxpayer and vendor/seller/retailer of record and agrees to comply with all applicable Canadian tax legislation.   Walmart shall not act as agent of Seller in respect of sales by Seller through the Marketplace Program.  Seller shall be solely liable for all  tax liabilities, including, without limitation, any penalties or interest.  All references to “tax” or “taxes” in this Agreement shall mean all Canadian Federal or Provincial sales taxes, goods and service, value added and other similar taxes and fees (“Canadian Tax”). 

2.  Collection of Tax

Seller will be responsible to indicate the tax jurisdictions applicable when requesting that Walmart collect tax on Seller’s behalf.  Regardless of Seller’s choice in this regard, Walmart will publish a statement on the Walmart Site and/or on every Order confirmation email generally stating that Seller is the vendor/seller/retailer of record, and is responsible for collection and remittance of any applicable taxes except where Walmart is required by applicable Canadian tax legislation for collection and remittance of any applicable Canadian Tax. Seller will specify through the Walmart Tool (a) in which provincial and local jurisdictions Seller has a tax remittance obligation, (b) all valid applicable sales tax registration numbers and (c) tax applicable to products sold by the Seller. Seller’s tax registration numbers will be used in conjunction with Walmart’s tax software for calculating applicable sales tax. Seller shall be solely responsible for determining taxes to be remitted to various governmental agencies.  The Seller will facilitate the remittance except where Walmart is required by applicable Canadian tax legislation for collection and remittance of any applicable Canadian Tax. If Seller does not specify in both the Walmart Tool and directly through Walmart’s tax software that Walmart shall collect taxes on Seller’s behalf in a specific region, then no taxes will be collected in such region expect where Walmart is required to collect and remit applicable taxes. Seller agrees to promptly update the Walmart Tool upon any changes to the information provided hereunder. 

3.  Tax Codes

A list of tax codes will be available through the Walmart Tool (Seller Portal) (“Tax Codes”). Seller will treat the Tax Codes as confidential information and will not disclose such Tax Codes to any third party. Seller will only use the Tax Codes to perform its obligations under this Agreement. Seller will be responsible to maintain and update Tax Codes if taxability of products change. 

4.  Tax Reporting

Walmart will provide Sellers with daily sales transaction details for products sold through the Walmart Site. Seller is responsible for all applicable tax reporting and record retention of sales data to support documentary requirements for tax purposes. Seller shall promptly notify Walmart in writing (which shall be no later than one (1) business day after Seller has knowledge or belief of any incorrectly collected taxes) if it believes the Walmart Site has applied an incorrect tax rate. 

5.  Remittance of Taxes

6.  Tax Indemnity

If any governmental authority determines that any Canadian Taxes are owed by Walmart or Seller on the Sellers sale of Products through the Walmart Site, or that Seller has a registration requirement  in a provincial, territorial or local jurisdiction, or is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the Sellers sale of any Products, whether or not as a result of any action or inaction by Walmart;  or if Seller fails to remit sales taxes that the Seller was required to collect on any sale made by Seller; Seller (i) agrees that Seller shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that Walmart shall have no liability to Seller or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from Walmart for such taxes and related penalties.  Seller will indemnify and hold harmless Walmart and its affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any determination by any governmental authority that Walmart or Seller has a tax remittance or reporting obligation in any province on account of sales of Products through the Walmart Site, whether or not due to any action or inaction by Walmart.  If a governmental authority obtains payment for such taxes from Walmart, Seller will promptly reimburse Walmart for all amounts paid.

7.  Reimbursement

Seller shall be solely responsible and liable for reimbursing Customers if Seller indicated on the Seller Centre that tax was due as at the date of purchase, and there was no tax applicable to the sale for any reason whatsoever. If a Customer obtains payment for such taxes from Walmart, Seller will promptly reimburse Walmart for all amounts paid except where Walmart is required by applicable Canadian tax legislation to collect and remit tax.