( the “Contract” )

Between:

PASALY SHOP, SL (hereinafter, “Pasaly” , “we”, “us” or “our”), with Tax Identification Number 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 delivering/shipping items to Pasaly, you declare that you have read and fully accept this Agreement.

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

1. Subject and seller's 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 its accuracy and for keeping it up to date (including your bank account).

 

2. Delivery of goods and risk

2.1. You can send your garments using the prepaid label approved by Pasaly or deliver/collect them 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 listed in the tracking of the logistics provider designated by Pasaly ( “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 calculated on the estimated Pasaly Selling Price (defined in 6.1) will be settled, according to the tiers of Clause 6.2.

2.4. In the event of a return from a buyer to Pasaly, the risk during transport will be assumed by Pasaly only when the return is managed through a label/logistics approved by Pasaly.

 

3. Acceptance conditions

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 condition with tags, new without tags or very good condition.

3.3. We do not accept: accessories or footwear; garments with odors, stains, pilling, holes, discoloration, missing parts, cut-off care/composition labels , counterfeits (zero tolerance), or ultra-fast fashion (e.g., Shein, Primark, Lefties, Bershka, Pull&Bear, etc.). Exceptions: Zara Black Label with black lettering and Mango Premium 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 according to Policy), donated or recycled.

 

4. Consignment period, publication and timestamps

4.1. The Consignment Period for each accepted garment is 6 months from its acceptance.

4.2. Monthly publication : Pasaly publishes a catalog on the 1st of each month .
— Items received before the 15th : will be published on the 1st of the following month .
— Items received from the 15th onwards : will be 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 a refund. In this case, the return shipping costs will always be borne by the seller . If an item is sold but returned within the return period, that item will still be considered within the original Consignment Period.

4.4. If an item is rejected during the initial curation process and you wish to have it returned, 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 Selling Price (PSP) of each garment based on brand, condition, demand, and comparables. The PSP is the price before adding the buyer's 15% commission (Clause 7).

5.2. Pasaly may apply reasonable promotions or discounts to facilitate the sale, without diminishing your proportionate economic rights.

5.3. Pasaly performs the curing, disinfection, ironing, labeling, photography and presentation of each garment, taking care of the “ready to wear” experience.

 

6. Seller's commission (tiers)

6.1. Calculation basis : the seller's commission is calculated on the PVF (without buyer's commission).

6.2. Tiers based on the estimated original retail price of the garment:

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

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

• Original RRP > €200 → 25% commission of the original 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 that 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. An item is considered sold when payment has been received and the applicable return period has expired without the buyer having exercised their right of return.

8.3. Payment to the Consignor is made once the return period available to the buyer has ended (currently 7 calendar days from receipt of the order) and the sale has been confirmed as final.
Once confirmed, Pasaly will pay the Net Seller Amount . (= PVF – seller's commission) into the provided bank account and will send a confirmation email.

8.4. Loss/damage: If the garment is lost, damaged or stolen while in 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, taking as a reference the PVF estimated by Pasaly.

 

9. Returns and information quality

9.1. Pasaly offers the buyer a return period of 7 calendar days from receipt of the order, provided that the item is returned in the same condition in which it was sent and with the Pasaly label intact.

9.2. If the buyer requests a return and the garment is returned and verified as suitable for resale, the sale will be considered not concluded , and the item will be returned to consignment inventory.

9.3. Until the return period ends and the sale is confirmed as final, no payment will be generated to the Consignor .

9.4. If the returned item is not suitable for resale due to damage attributable to the buyer, Pasaly will handle the claim and the sale will be considered confirmed for the purpose of payment to the Consignor.

 

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, it may reject the item; if it is found to be false, it may retain/destroy the item or make it available to the competent authority , without any refund and with a claim for damages if applicable.

10.3. Any claim for damage/loss must be notified in writing to Pasaly within a maximum of 60 days from when you could reasonably have known of the fact.

 

11. Tax responsibilities and invoicing

11.1. You are responsible for your tax obligations arising from sales (e.g., personal income tax/VAT if applicable according to your status).

11.2. Pasaly will issue, where appropriate, the 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 illegal or fraudulent purposes.

12.2. Pasaly may suspend or cancel 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 and by the GDPR and applicable Spanish regulations.

13.2. You agree to provide accurate information and keep it up to date .

 

14. Modifications

14.1. Pasaly may update this Agreement and/or the Policies. Modifications will be effective from their publication 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 Contract is governed by Spanish law .

15.2. Unless otherwise required by the consumer, the parties submit to the Courts and Tribunals of Barcelona .

 

16. Validity and termination

16.1. This Contract is effective from its acceptance and remains in force until its termination by either party with written notice .

16.2. Upon termination, the conditions for the return of unsold items according to Policies will apply; accrued obligations (e.g., outstanding settlements) will remain in effect .

 

17. Guarantees, 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 will not be liable for indirect damages (loss of profits, loss of data, etc.). Pasaly's total liability for any claim related to this Agreement will not exceed the amount actually received or paid in relation to the pledge claimed.

17.3. Force majeure : neither party shall be liable for non-performance due to causes beyond its reasonable control.

 

18. Right of withdrawal (information)

Since each garment is unique and pre-owned , and in accordance with Article 103 of the General Law for the Defense of Consumers and Users (exceptions to the right of withdrawal), the buyer's right of withdrawal does not apply . 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 that your email address accepts messages from Pasaly.

 

20. Assignment

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

 

21. Integrity, partial nullity and headings

21.1. This Contract, together with the Policies, constitutes the entire agreement between the parties.

21.2. The nullity of one clause will not affect the validity of the rest.

21.3. The headings are included for convenience only and do not condition the interpretation.

 

ANNEX I — DEFINITIONS

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

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

• Final Buyer Price (FBP) : PVF + 15% (buyer's commission).

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

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

• Final sale: sale confirmed once the buyer's return period has ended without the return having been requested or exercised.

 

ANNEX II — SALES COMMISSION RANGES

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

• €60.01 – €200 → 35% of the PVF.

• > €200 → 25% of the PVF.

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

 

ANNEX III — PUBLICATION SCHEDULE

• General catalog publication: 1st of each month .

• Reception court :

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

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