What is the policy? 

All states levying sales, use or gross receipts taxes have passed Marketplace Facilitator laws; however, Missouri’s Marketplace Facilitator law is effective as of January 1, 2023.    The terms in this Section A are applicable as follows:  

• To sales placed before January 1, 2023, by customers in all states except Missouri; 

• To sales placed after December 31, 2022, by customers in all states, including Missouri.   

Visit Section B for sales to Missouri customers through December 31, 2022.

1. Taxpayer and Seller of Record. With respect to applicable Marketplace Facilitator Laws, Walmart.com is a Marketplace Facilitator and the taxpayer and seller of record.  Retailer is a Marketplace Seller and the seller of record for all other purposes.  Walmart.com shall collect from Retailer’s customers and remit to taxing jurisdictions applicable MFL Taxes levied on the sale of Retailer’s Products through the Walmart.com platform. Walmart.com will collect Non-MFL Taxes on applicable sales and remit those taxes to Retailer for reporting and payment to applicable taxing jurisdictions. 

2. Tax Reporting. Walmart.com shall provide monthly reporting to Retailer of all non-MFL taxes, if any, collected by Walmart.com on behalf of Retailer pursuant to paragraph 1 above. The report shall include the customer's name, total sale amount, "ship-to" destination address and total non-MFL tax collected for that shipping address. Retailer shall promptly notify Walmart.com in writing (which shall be no later than one (1) business day after Retailer has knowledge or belief of any incorrectly collected taxes) if it believes Walmart.com has incorrectly collected any Non-MFL Taxes. 

3. Tax Codes. Retailer may access a list of tax codes to be assigned to Retailer Products (the "Tax Codes") within the Partner Portal. Retailer shall treat the Tax Codes as Confidential Information and shall not disclose such Tax Codes to any third party. Retailer shall only use the Tax Codes to perform its obligations under this Agreement. 

4. Tax Designations. Retailer may be required to assign applicable Tax Codes to the Retailer Products it offers for sale through the Walmart.com platform and any shipping or delivery services related to the sale of Retailer’s Products during the set-up process in the Partner Portal (collectively, the "Tax Designations"). If this process is provided, then the retailer shall timely update the Tax Designations through the Partner Portal to ensure the accuracy of the Tax Code assignments. The tax designations and any updates thereto shall be effective upon posting on the Walmart.com platform. For avoidance of doubt, Retailer acknowledges that the tax software shall calculate applicable state, city, county and other local taxes based on the tax designations and the customer’s "ship-to" or delivery destination address using proprietary geographical coding. Walmart.com reserves the right to make any adjustments or corrections to tax designations and Retailer may be liable to Walmart.com for incorrect Tax Designations pursuant to paragraph 5 below. 

5. Tax Indemnification. With respect to MFL taxes collected and remitted by Walmart.com pursuant to paragraph 1 above, if any taxing jurisdiction determines that sales, use or other Taxes (including penalties and interest) are owed by Walmart.com with respect to the sale of Retailer Products through the Walmart.com platform, the retailer shall indemnify and hold harmless Walmart.com and its affiliates and their respective officers, directors, employees, and agents for such Taxes, penalties, and interest (including reasonable attorneys’ fees) if the basis for the Tax liability arises from the retailer’s failure to assign the correct tax designation(s) to the retailer product(s) pursuant to paragraph 3 above.  

6. Tax Included in Purchase Price. If the retailer includes any applicable Taxes in the purchase price instead of collecting the Taxes separately, it shall clearly state in any sales documentation provided to the Customer that such Tax has been included in the purchase price. Retailer shall be liable for any Taxes, penalties and interest, including without limitation, if the inclusion of Taxes in the purchase price violates applicable law. 

SECTION B.  The terms in this Section B are applicable only to sales to Missouri customers as of December 31, 2022. 

7. Taxpayer and Seller of Record. Retailer is the taxpayer and vendor/seller/retailer of record with respect to the sale of Retailer’s Products on Walmart.com and agrees to comply with all applicable Tax laws and ordinances. Retailer shall be solely liable for all tax liabilities, including, without limitation, any penalties or interest, that may be assessed by taxing jurisdictions as a result of the non-remittance or under-remittance of applicable Taxes levied on the sale of Retailer’s Products. 

8. Collection of Tax on Sales to Missouri customers.  Retailer shall have the option to request for Walmart.com, on Retailer’s behalf, to collect applicable Taxes levied on the sale of Retailer’s Products to Missouri customers. Regardless of retailer’s choice in this regard, Walmart.com shall publish a statement on the Walmart.com Site indicating that Retailer is the vendor/seller/retailer of record and may be responsible for collection and remittance of any applicable Taxes. Retailer shall specify in the required set-up process through the Partner Portal (a) the state and local jurisdictions in which Retailer has a tax remittance obligation; and (b) whether Retailer requests Walmart.com to collect such applicable Taxes on Retailer’s behalf. Retailer shall be solely responsible for determining whether it must remit taxes to various taxing jurisdictions. If the retailer doesn’t request through the Partner Portal that Walmart.com collect Taxes on Retailer’s behalf on sales of Retailer’s Products to a particular jurisdiction, then no Taxes will be collected by Walmart.com in such jurisdiction. 

9. Tax Reporting. Walmart.com shall provide monthly reporting to the retailer of all Taxes, if any, collected by Walmart.com on behalf of the retailer pursuant to paragraph 2 above. The report shall include the Customer name, total sale amount, "ship-to" destination address and total Tax collected for that shipping address. Retailer shall promptly notify Walmart.com in writing (which shall be no later than one (1) business day after the retailer has knowledge or belief of any incorrectly collected taxes) if it believes Walmart.com has incorrectly collected any Taxes. 

10. Tax Codes. Retailer may access a list of tax codes to be assigned by the retailer to Retailer’s Products (the "Tax Codes") within the Partner Portal. Retailer shall treat the Tax Codes as Confidential Information and shall not disclose such Tax Codes to any third party. Retailer shall only use the Tax Codes to perform its obligations under this Agreement. 

11. Tax Designations. Retailer shall assign applicable Tax Codes to its Products and any shipping services related to the sale of Retailer’s Products during the set-up process in the Partner Portal (collectively, the "Tax Designations"). Retailer shall timely update the Tax Designations through the Partner Portal to ensure the accuracy of Retailer’s Tax Code assignments. The Tax Designations and any updates thereto shall be effective upon posting on the Walmart.com site. For avoidance of doubt, Retailer acknowledges that the Tax Software shall calculate applicable state, city, county and other local taxes based on the Tax Designations and the customer’s "ship-to" destination address using proprietary geographical coding and that such calculations may result in an over- or under-collection of state and local Taxes from Customers. Walmart.com shall not make any adjustments or corrections to Tax Designations and Retailer shall be liable to Walmart.com for incorrect Tax Designations pursuant to paragraph 8 below. 

12. Remittance of Taxes by Retailer. For sales to Missouri customers through 12/31/2022, Walmart.com shall transfer to Retailer all Taxes collected on the retailer’s behalf pursuant to paragraph 2 above. Retailer shall remit to the proper taxing jurisdictions all such Taxes distributed to Retailer by Walmart.com. Walmart.com may, at its discretion and based upon its written request, require Retailer to provide documentation to prove that the retailer has remitted such Taxes to the appropriate jurisdiction. Walmart.com may terminate Retailer’s access to the Partner Portal and the Walmart.com site if Walmart.com does not receive such documentation on a timely basis. Retailer shall be solely responsible for remittance of all Taxes required to be paid by it under all applicable laws to, and the filing of all related documentation with, the proper taxing jurisdictions. Retailer is solely responsible and liable for the refunding of over-collected Tax to Customers and for payment of under-collected Tax to taxing jurisdictions. 

13. Tax Included in Purchase Price. If the retailer includes any applicable Taxes in the purchase price instead of collecting the Taxes separately, it shall clearly state in any sales documentation provided to the Customer that such Tax has been included in the purchase price. Retailer shall be liable for any Taxes, penalties and interest, including without limitation, if the inclusion of Taxes in the purchase price violates applicable law. 

14. Tax Indemnification. If any taxing jurisdiction in the State of Missouri, including the Missouri Department of Revenue, determines that sales, use or other taxes (including penalties and interest) are owed by Walmart.com or Retailer with respect to sales of the retailer’s products to Missouri customers before 1/1/2023 through the Walmart.com platform, or that Retailer or Walmart.com is otherwise responsible for the collection and remittance or reporting of Taxes related to the sale of Retailer’s Products, whether or not as a result of any action or inaction by Walmart.com, Retailer agrees that (a) Retailer shall solely be responsible and liable for payment of such Taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable); (b) Walmart.com shall have no liability to Retailer or any taxing jurisdiction for such Taxes (and all related penalties and interest); and (c) Retailer shall not seek any reimbursement from Walmart.com for such Taxes (and all related penalties and interest). Retailer shall indemnify and hold harmless Walmart.com 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 ruling by any taxing jurisdiction that Walmart.com or the retailer has a tax remittance or reporting obligation to any jurisdiction on account of sales of the retailer’s products through the Walmart.com platform, whether or not due to any action or inaction by Walmart.com.