( the “Contract” )

Between:
PASALY SHOP, SL (hereinafter, “Pasaly” , “we”, “us” or “our”), with NIF ES-B75901728 and registered office at Carrer de la Química, 24, 08450 Llinars del Vallès (Barcelona), Spain, and
the person who consigns items to Pasaly (hereinafter, the “Consignor” , ​​“you” or “your”).

Acceptance: By clicking “I Accept” or by submitting/shipping items to Pasaly, you declare that you have read and fully accept this Agreement.

Incorporated Documents: The Terms and Conditions , Privacy Policy , and any supplemental policies posted on www.pasalyshop.com (collectively, the “Policies” ) are incorporated by reference into and made a part of this Agreement.

 

 

1. Purpose and seller account

1.1. Pasaly provides a consignment and sales service for premium circular fashion garments (the “Platform” ).
1.2. To make a deposit, you must create a seller account and provide accurate and up-to-date contact and payment information. You are responsible for ensuring that your contact and payment information is accurate and up-to-date (including your bank account).

 

 

2. Delivery of items and risk

2.1. You may ship your garments using the prepaid label approved by Pasaly or deliver/pick them up according to Pasaly's instructions.
2.2. Pasaly assumes the risk of loss or damage when: (i) it takes physical possession of the items; or (ii) when you use the approved label/carrier and the shipment is tracked by Pasaly's designated logistics provider ( "Approved Transit" ).
2.3. If an item is lost, damaged, or stolen while in Pasaly's custody or in Approved Transit, it will be treated as Sold (see Clause 8.4) and the corresponding Commission will be calculated based on the estimated Pasaly Sales Price (defined in 6.1), according to the sections in Clause 6.2.

 

 

3. Conditions of acceptance

3.1. Pasaly evaluates each garment to verify authenticity, quality, and condition . Acceptance is at Pasaly's sole discretion .
3.2. Pasaly only accepts premium clothing , in new with tag, new without tag or very good condition .
3.3. We do not accept: accessories or footwear; garments with odors, stains, pilling, holes, discoloration, missing parts, cut washing/composition labels , counterfeits (zero tolerance), or ultra-fast fashion (e.g., Shein, Primark, Lefties, Bershka, Pull&Bear, etc.). Exceptions: Zara Black Label and Mango Selection , if they are less than 5 years old and in excellent condition .
3.4. Items not accepted may be returned at Pasaly's expense or, with your authorization (or as per Policy), donated or recycled .

 

 

4. Period of consignment, publication and timestamps

4.1. The Consignment Period for each accepted item is 6 months from its acceptance.
4.2. Monthly publication : Pasaly publishes its catalogue on the 1st of each month .
— Items received before the 15th : are published on the 1st of the following month .
— Items received from the 15th onwards : are published on the 1st of the following month .
4.3. If the item is not sold within the Consignment Period (6 months), you may request its return. In this case, the return shipping costs will always be borne by the seller .
4.4. If an item is rejected during initial curation and you wish to return it, you will be responsible for the return shipping costs . Alternatively, you can authorize Pasaly to donate or recycle the item at no additional cost.

 

 

5. Price, discounts and presentation

5.1. Pasaly determines the Pasaly Retail Price (PVF) for each garment based on the brand, condition, demand, and comparable items. The PVF is the price before adding the 15% buyer's commission (Clause 7).
5.2. Pasaly may apply reasonable promotions or discounts to facilitate sales, without diminishing your proportional economic rights.
5.3. Pasaly performs the curing, disinfection, ironing, labeling, photography, and presentation of each garment, ensuring the “ready-to-wear” experience.

 

 

6. Seller's commission (in installments)

6.1. Calculation basis : the seller's commission is calculated on the PVF (without the buyer's commission) .
6.2. Sections according to the estimated original retail price of the garment :

• Original RRP ≤ €60 → 50% commission on RRP.

• €60.01 ≤ Original RRP ≤ €200 → 35% commission on RRP.

• Original RRP > €200 → 25% commission on RRP.
  6.3. The commission covers the entire Pasaly service : collection, curation, photography, publishing, customer service, payment management, and logistics.

 

 

7. Buyer's commission

7.1. The price shown on the website to the buyer includes a 15% commission , which does not affect your commission base.
7.2. This commission covers washing, ironing, disinfection, labeling and packaging , ensuring ready-to-wear garments.

 

 

8. Sale, ownership and payments

8.1. You remain the owner of each accepted item until it is Sold .
8.2. Sale : A sale is deemed to have taken place when the item is collected and is not subject to cancellation for technical reasons; Pasaly does not accept returns from the buyer (see 10).
8.3. Payment to the seller : Pasaly pays the Net Seller Amount (= PVF – seller's commission) on the same day of the sale , into the bank account provided, and sends a confirmation email .
8.4. Loss/Damage: If the item is lost, damaged, or removed from Pasaly's custody or in Approved Transit, it will be treated as Sold and the corresponding commission will be paid in accordance with 6.2, based on the estimated FRP by Pasaly.

 

 

9. Returns and quality of information

9.1. We do not accept returns from the buyer, as these are unique items .
9.2. To ensure trust, Pasaly performs verification, cleaning, ironing and professional photography , and includes detailed descriptions of the condition.

 

 

10. Authenticity, counterfeits and claims

10.1. You are responsible for ensuring the authenticity and legitimate origin of the garments.
10.2. If Pasaly cannot confirm the authenticity of the item, it may reject it; if it is found to be counterfeit, it may retain or destroy the item or place it at the disposal of the competent authority , without payment and with a claim for damages, if applicable.
10.3. Any claim for damage/loss must be notified in writing to Pasaly within 60 days of your reasonable knowledge of the event.

 

 

11. Tax responsibilities and billing

11.1. You are responsible for your tax obligations arising from sales (e.g., personal income tax/VAT, if applicable based on your status).
11.2. Pasaly will issue, where appropriate, sales and commission settlement documentation .

 

 

12. Conduct and use of the Platform

12.1. You agree not to infringe the rights of third parties or use the Platform for unlawful or fraudulent purposes.
12.2. Pasaly may suspend or terminate access for breach of this Agreement or the Policies.

 

 

13. Data protection

13.1. The processing of personal data is governed by the Privacy Policy , the GDPR , and applicable Spanish regulations.
13.2. You agree to provide accurate data and keep it up to date .

 

 

14. Modifications

14.1. Pasaly may update this Agreement and/or the Policies. Changes will be effective upon posting on the website.
14.2. If you do not agree with the changes, you may terminate the Contract (Clause 16) and request the return of your unsold items.

 

 

15. Legislation and jurisdiction

15.1. This Agreement is governed by Spanish law .
15.2. Except where the consumer requires it, the parties submit to the Courts and Tribunals of Barcelona .

 

 

16. Term and Termination

16.1. This Agreement is effective upon acceptance and remains in effect until terminated by either party upon written notice .
16.2. Upon termination, the return conditions for unsold items as per the Policies will apply; accrued obligations (e.g., outstanding settlements) will survive .

 

 

17. Warranties, limitation of liability and force majeure

17.1. Pasaly provides its services “as is” , without any implied warranties beyond those required by law.
17.2. Pasaly shall not be liable for indirect damages (loss of profits, loss of data, etc.). Pasaly's total liability for any claim arising from this Agreement shall not exceed the amount actually received or paid in connection with the claimed item.
17.3. Force Majeure : Neither party shall be liable for failure to perform due to causes beyond its reasonable control.

 

 

18. Right of withdrawal (information)

Since each garment is unique and secondhand , and in accordance with Article 103 of the LGDCU (exceptions to withdrawal), the buyer does not have the right of withdrawal . To reinforce trust, Pasaly offers verification, cleaning, ironing, photography, and detailed descriptions .

 

 

19. Notifications

19.1. Communications will be made by email to the addresses provided by the parties. You are responsible for ensuring your email address accepts messages from Pasaly.

 

 

20. Assignment

You may not assign this Agreement without Pasaly's prior written consent.

 

 

21. Integrity, partial invalidity and headings

21.1. This Agreement, together with the Policies, constitutes the entire agreement between the parties.
21.2. The invalidity of a clause shall not affect the validity of the rest.
21.3. Headings are included for convenience only and do not condition interpretation.

 

 

ANNEX I — DEFINITIONS

• Estimated original retail price : original retail price, used as a reference range.

• Pasaly Selling Price (PVF) : garment price set by Pasaly before adding the buyer's commission (15%).

• Final price to the buyer (PFC) : PVF + 15% (buyer's commission).

• Net Seller Amount : PVF less seller commission according to section (Clause 6.2).

• Approved Transit : shipment with label/carrier designated by Pasaly and with active tracking .

 

 

ANNEX II — SELLER COMMISSION RANGES

• Original RRP ≤ €60 → 50% of the RRP.

• €60.01 – €200 → 35% of the RRP.

• > €200 → 25% of the RRP.

(The 15% buyer's commission is included in the price displayed on the website to the buyer and does not reduce the basis for calculating the seller's commission.)

 

 

ANNEX III — PUBLICATION SCHEDULE

• General catalogue publication: 1st of each month .

• Reception court :

  • Received before the 15th → published on the 1st of the following month .

  • Received from the 15th onwards → are published on the 1st of the following month .