Consignment Terms

CONSIGNMENT AGREEMENT

Please carefully read the following terms and conditions of this Consignment Agreement (the “Agreement”). These terms and conditions create a legally enforceable contract between you and RECLOTHE LLC, a New York limited liability company (“RECLOTHE”). 

RECLOTHE’s Terms of Service located at: www.shopreclothe.com are also included in this Agreement and apply to your and RECLOTHE’s activities under this Agreement.

General Terms and Conditions

1. OVERVIEW.

RECLOTHE markets and sells women's contemporary-to-designer clothing, shoes, bags, accessories, and unused/unopened beauty products and tools. You would like RECLOTHE to sell the items that you have sent to us or that we have collected from you (collectively, the “Property”) on a consignment basis. This means that you, not RECLOTHE, will still own the Property, even after you transfer physical possession of the Property to RECLOTHE. After RECLOTHE receives or picks up Property from you, RECLOTHE will send you an email in accordance with “Notices” at Section 20 below confirming the items of Property received and each item’s list price, determined at RECLOTHE’s sole discretion unless previously agreed to in writing (items are then “Accepted”). Within ten (10) days, the Accepted items will then be available for sale on RECLOTHE's website and social media handlings, including but not limited to Shopify, Instagram, Facebook, Poshmark, Depop, and Pickle.

2. DELIVERY OF PROPERTY; RISK OF LOSS; INSURANCE.

RECLOTHE accepts the Property from you on a consignment basis only. You are responsible for all risk of loss or damage to the Property until RECLOTHE takes physical possession of it. If an item of Property is damaged, stolen, or lost while in RECLOTHE’s possession, it will be treated as Sold (defined in “Title to Property” at Section 7 below) and RECLOTHE will pay you a Commission (defined in “Commissions and Payment” at Section 9 below) on that item. The Commission will be based on the damaged, stolen, or lost item’s Net Selling Price (defined in “Commissions and Payment” at Section 9 below), which will be determined solely by RECLOTHE. Except in New Jersey, this remedy shall constitute your sole remedy and entire recourse against RECLOTHE for Property that is damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity.

3. CONDITIONS OF ACCEPTANCE.

Upon receipt of the Property, RECLOTHE will evaluate each item of Property to determine, in its sole discretion, its authenticity, quality, and value. The item’s condition will affect the valuation. RECLOTHE only accepts Property for consignment: (a) that RECLOTHE determines in its sole discretion to be in very good to excellent condition; (b) that RECLOTHE determines in its sole discretion to be authentic; (c) that RECLOTHE determines in its sole discretion to be in proper cleaned and intact condition; and (d) for which the representations and warranties you make in the “Your Representations, Warranties, and Indemnification” section below are true. Property that does not meet the above requirements will not be accepted and will be either: (1) returned to you at your expense; (2) with your approval (text or email is sufficient) brought to a professional cleaner for a flat fee, which will be invoiced to you separately via Square Invoices and is due upon receipt (the item will be held from listing until payment is received); or (3) with your approval, confirmed in writing, RECLOTHE will donate your items to a charity of its choice.

4. UNAUTHENTICATED, COUNTERFEIT, OR STOLEN ITEMS.

You are responsible for ensuring the authenticity of all Property you provide to us. If RECLOTHE cannot confirm the authenticity of any item of Property you have provided, it shall have the right in its sole discretion to refuse to accept the item. If RECLOTHE determines at any time that an item of Property is counterfeit, RECLOTHE shall notify you that it has made such a determination and you will have an opportunity to provide proof of purchase or other proof of authenticity acceptable to RECLOTHE. You acknowledge and agree that any item RECLOTHE finally determines to be counterfeit will not be returned to you and will be donated. You acknowledge and understand that RECLOTHE is subject to the laws and regulations relating to claims that consigned items are counterfeit, have been stolen, or otherwise violate applicable law. RECLOTHE takes such reports seriously and will cooperate with law enforcement in all investigations.

5. CONSIGNMENT PERIOD AND RETURN OF PROPERTY.

The “Consignment Period” for each item of Property begins on the date RECLOTHE lists the item for consignment and ends ninety (90) days thereafter, even if this Agreement has been terminated during that time by you or RECLOTHE. At any time during the Consignment Period, and subject to this provision, you may request in writing that RECLOTHE return the item (a “Return Request”), so long as the item has not already been Sold or previously Donated (defined in “Title to Property” in Section 7 below). Once RECLOTHE receives your Return Request, it will use commercially reasonable efforts to remove the item from RECLOTHE’s website and from any of its social media handlings or third-party venues, if applicable, before it is Sold. It is your responsibility to ensure that RECLOTHE has your most current contact information and mailing address.

1. If the Return Request is made more than ninety (90) days after the item’s listing online or on RECLOTHE’s social media handlings, RECLOTHE will return the item to you within thirty (30) days at RECLOTHE’s expense and no fees will be added.
2. If the Return Request is made less than ninety (90) days from the date the item has been listed online or on RECLOTHE’s social media handlings for sale, RECLOTHE will return the item within thirty (30) days. RECLOTHE will charge you the costs of return and, in such case, such costs shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, RECLOTHE shall have no obligation to return the item to you unless and until you pay RECLOTHE the costs of return prior to shipment. Additionally, RECLOTHE will charge you a fee of $15 per group of items up to a dozen, which fees reflects RECLOTHE’s up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus applicable shipping costs.
3. If an item remains unsold at the end of the Consignment Period, RECLOTHE will contact you and/or vice versa. At your option and RECLOTHE’s expense, RECLOTHE will: (i) return the item to you or (ii) donate the item to a charity of RECLOTHE’s choice. If at the end of the Consignment Period RECLOTHE is unable after using commercially reasonable efforts to contact you at the email or physical address it has on file for you in accordance with the “Notices” at Section 20 below, the item may be donated to a charity of RECLOTHE’s choice.

6. EFFORTS TO SELL; PRICE.

So long as you comply with this Agreement, RECLOTHE will display Your Property on its Site and social media handlings and will make commercially reasonable efforts to sell the Property. You acknowledge and agree that:

1. RECLOTHE, in its sole discretion, will determine the initial selling price for each item of Property (the “Initial Sale Price”) based on its evaluation of that item, together with its determination of the current market price for that item;
2. In order to market and promote the sale of each item, RECLOTHE may, in its sole discretion, apply an immediate 20% discount to the item, which will affect the item’s Initial Sale Price, unless RECLOTHE and you have otherwise agreed in writing to a specific price at which a specific item must be sold.
3. RECLOTHE may offer additional discounts and promotions during the Consignment Period, at its sole discretion and without notice to you, as a means to efficiently market and sell the Property, unless RECLOTHE and you have otherwise agreed in writing to a specific price at which a specific item must be sold.

7. TITLE TO PROPERTY.

You will continue to own and have title to each item of Property until that item is “Sold”. An item will be considered Sold when: (a) it is sold by RECLOTHE to a customer and not returned to RECLOTHE within the period specified in RECLOTHE’s then-current exchange Policy; or (b) it is lost, stolen, damaged, or destroyed while in RECLOTHE’s possession.

8. EXCLUSIVITY OF AGREEMENT.

To ensure that RECLOTHE has every opportunity to succeed in selling the Property, you hereby agree that RECLOTHE has the exclusive right to market and sell the Property during the Consignment Period. Without prejudice to other remedies that may be available to RECLOTHE under contract or law, if you violate the exclusivity obligations hereunder, RECLOTHE shall be entitled to the costs of returning the item to you, which, in such case, shall be deducted from your pending Commissions. If you do not have enough pending Commissions available to cover the costs of return, RECLOTHE shall have no obligation to return the item to you unless and until you pay RECLOTHE the costs of return prior to shipment. Additionally, RECLOTHE will charge you a fee of $15 per group of items up to a dozen, which fees will reflect RECLOTHE’s up-front costs of storing, cataloging, and photographing the item in preparation for sale, plus applicable shipping costs.

9. COMMISSIONS AND PAYMENT.

(a) “Net Selling Price” means the price at which an item of Property is Sold, less applicable discounts and promotions and excluding taxes and shipping. “Net Sales” means the total amount received by RECLOTHE from the Sale of all of your Property within a Commission Window, less applicable discounts and promotions and excluding taxes and shipping.

(b) Commission Rate. RECLOTHE offers two membership tiers. As a Standard (no-cost) Consignor, you will receive 40% of the Net Sales of an item sold under $100, 50% of the Net Sales of an item sold between $100 and $499, and 60% of the Net Sales of an item sold for $500 or more. As a Pro Member ($39/month), you will receive 65% of the Net Sales of an item sold under $100, 70% of the Net Sales of an item sold between $100 and $499, and 75% of the Net Sales of an item sold for $500 or more. RECLOTHE may also, from time to time in its sole discretion, (i) for promotional reasons and without notice, offer Special Commission Rates that apply only to specific item categories, are offered for a specific period of time, or that have other special conditions and (ii) make other changes to its Commission structure and the Commission Rates upon at least fourteen (14) days’ notice to you as described in “Amendments to This Agreement” at Section 14 below.

(c) Calculation of Commission. RECLOTHE will pay you a Commission on each item of Property that is Sold. The Commission shall be equal to the item’s Net Selling Price multiplied by the applicable Commission Rate. The Commission you receive for Sales of your Property are the sole compensation you will receive under this Agreement.

(d) Payments. RECLOTHE typically begins processing Commission payments, for sales from the prior month, by the 20th of each month. Payments will be made to you by Zelle only. The timing of processing and delivering Commission payments may vary, but will typically take one to two business days. All payments will be deposited by the 20th of each month, as amended from time to time. Please allow a 3 day grace period if the week of the 20th is a holiday week.

(e) Disputes. If there is a dispute between you and RECLOTHE, RECLOTHE shall have no obligation to pay any Commissions or other amounts due to you, including without limitation, amounts unrelated to the dispute, unless and until the dispute is resolved. RECLOTHE may withhold any Commissions due to you (including any due for Sold items of Property not subject to the dispute) in full or partial satisfaction of any amounts you owe to RECLOTHE.

10. TERMINATION.

You and RECLOTHE may each terminate this Agreement in writing at any time, for any reason. Termination will be effective on the date of such notice and the costs listed under “Consignment Period and Return of Property” at Section 5 will apply.

11. NO ASSIGNMENT.

You may not assign this Agreement or any interest you have in it without RECLOTHE’s prior written consent. Any prohibited assignment is null and void.

12. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF RECLOTHE’S SERVICES IS AT YOUR SOLE RISK. RECLOTHE’S CONSIGNMENT AND OTHER SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RECLOTHE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN NO EVENT WILL RECLOTHE’S LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNT IT HAS ACTUALLY RECEIVED AS A RESULT OF SELLING YOUR PROPERTY HEREUNDER. PLEASE SEEK THE ADVICE OF APPROPRIATE PROFESSIONALS REGARDING THE TERMS OF THIS AGREEMENT.

13. YOUR REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION.

You hereby represent and warrant that (a) You have good and marketable title to each item of Property and have the right to consign and sell the Property; (b) none of the Property is subject to any liens or other encumbrances; (c) the Property does not include counterfeit goods; and (d) the Property does not infringe upon, misappropriate, or violate any trademark, copyright, or other intellectual property or other proprietary right of any third party, any state or federal law, or any administrative regulation. You hereby indemnify and hold RECLOTHE harmless from all damages, suits, litigation, awards, and costs, including reasonable attorneys’ fees, incurred by RECLOTHE arising out of RECLOTHE’s display or sale of the Property. You expressly consent to jurisdiction of a federal or state court located in the County of New York, Borough of Manhattan. This Agreement shall be governed by the laws of New York, without regard to its conflict of laws principles.

14. AMENDMENTS TO THIS AGREEMENT.

RECLOTHE may update or change any of the terms and conditions of this Agreement at any time in its sole discretion upon 14 days’ notice, including as set forth above in “Commissions and Payment” at Section 9 above, and by notifying you in accordance with “Notices” at Section 20 below. Revised terms will not apply to Property already Accepted for consignment prior to the effective date of those revised terms. You shall be bound by all revised terms on the effective date, including any changes to the Commissions or Commission Rates, unless you terminate this Agreement before the effective date of the revised terms.

15. ENTIRE AGREEMENT.

This Agreement sets forth the final, complete, and exclusive agreement between you and RECLOTHE regarding the subject matter hereof, and terminates and supersedes all prior understandings or agreements on such subject matter.

16. NO IMPLIED WAIVER.

Any failure by you or RECLOTHE to enforce any provision of this Agreement shall not constitute a waiver of such provision or of any other provision of this Agreement.

17. SEVERABILITY.

If any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement shall remain valid and enforceable as though such term were absent.

18. SURVIVAL OF TERMS AFTER AGREEMENT ENDS.

Any provision of this Agreement that imposes or contemplates continuing obligations on you or RECLOTHE will survive the termination of this Agreement.

19. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

20. NOTICES.

If you have any questions or comments about this Agreement, the Site or RECLOTHE’s services or wish to terminate this Agreement, please contact RECLOTHE by email at sasha@shopreclothe.com. You may also write to RECLOTHE at:

RECLOTHE LLC
Attn: Sasha Nussbaum
450 W 24th Street
New York, NY 10011

21. DISPUTE RESOLUTION.

You and RECLOTHE agree to negotiate in good faith to informally resolve any dispute. If unresolved within sixty (60) days, either party may submit the dispute to binding arbitration before the National Arbitration Forum (or a mutually agreeable provider), on an individual (non-class) basis, in the County of New York, Borough of Manhattan. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY FOR ANY CLAIM SUBJECT TO ARBITRATION, AND MAY ONLY BRING A CLAIM IN YOUR INDIVIDUAL CAPACITY.

22. GOVERNING LAW.

This Agreement shall be interpreted and construed in accordance with the laws of the State of New York. Any action arising out of this Agreement shall be brought exclusively in a court of competent jurisdiction located in New York, NY.