Sale & Consignment (Bags) Terms

Effective: 17 January 2025

  1. Introduction

    1. Set out below are the terms and conditions applicable when: 

      1. you sell to Refash Pte. Ltd. (“Refash” or "We" or "Us" or "Our") your unwanted bags and wallets (“Bag(s)”); and/or  

      2. you place your Bag(s) on consignment with Us for sale on our platform (whether through the Site and/or any of Our offline stores),(the “Sale & Consignment (Bags) Terms”). 

  1. This Sale & Consignment (Bags) Terms supplements Our Terms of Use and should be read in conjunction with Our Terms of Use. Please read this Sale & Consignment (Bags) Terms carefully before agreeing to sell or consign your Bag(s) to Us. 

  2. By agreeing to sell or consign your Bag(s) to us, you hereby agree to be legally bound by Our Terms of Use (including Our Privacy Policy and any other terms and conditions and policies referenced herein and/or made available by hyperlink), the terms and conditions of this Sale & Consignment (Bags) Terms (including any additional terms and conditions and policies referenced herein, made available by hyperlink and/or otherwise communicated to you) (hereinafter collectively referred to as the “Agreement”). 

  3. The following terms used in this Agreement shall have the respective meanings ascribed to them as follows: 

    1. “Data Protection Laws” means all applicable personal data protection laws and regulations including the Personal Data Protection Act 2012 of Singapore and its subsidiary legislation, as may be amended, supplemented or substituted from time to time;

    2. “Parties” means Refash (in its capacity as the Acquirer and/or the Consignee, as the case may be) and you (in your capacity as the Seller and/or the Consignor, as the case may be), and “Party” means any one of them;

    3. “Personal Data” has the meaning assigned to it in the relevant Data Protection Laws; and 

    4. “Relevant Individuals” shall refer to any and all relevant individuals (including authorised signatories and representatives) whose Personal Data has been disclosed to Us by or through you.


  1. Inspection Process 

    1. Your Bag(s) shall be subject to our inspection process (“Inspection”) prior to Us making an offer to buy or consign your Bag(s). By submitting your Bag(s) for our inspection, you hereby acknowledge and agree that: 

      1. We have the right to inspect the Bag(s) submitted by you to ascertain its condition and quality to make an assessment as to whether it would be suitable for direct sale to Us and/or consignment; 

      2. Our taking of possession of the Bag(s) for and after Inspection:  

        1. does not amount to any acknowledgment or warranty by Us, whether express or implied, as to the authenticity, correctness of description, satisfactory quality, merchantability, condition, state of repair or suitability or fitness for any particular purpose or use of the Bag(s); and 

        2. shall not constitute any evidence or representation by Us that you have complied with your representations and warranties as specified in Clause 5 and does not release you from your obligation to ensure that all your representations and warranties set out in this Agreement are true and accurate in all respects.

    2. Upon completion of Our Inspection, We will make an assessment as to the suitability of the Bag(s) for direct sale to Us and/or consignment and in our sole and absolute discretion: 

      1. if We have assessed that the Bag(s) are suitable for direct sale to Us, We will make you an offer to directly purchase such Bag(s) from you (“Acquisition Offer”), in which case Clause 3 shall apply upon your acceptance of Our Acquisition Offer. The Acquisition Offer shall set out, amongst others, the details and description (including brand, condition and make) and offered price (“Acquisition Price”) for such Bag(s); 

      2. if We have assessed that the Bag(s) are suitable for consignment, We will make you an offer to provide you a consignment service where We will sell such Bag(s) on your behalf to a third party potential buyer (“Buyer”) (“Consignment Offer”), in which case Clause 4 shall apply upon your acceptance of the Consignment Offer. The Consignment Offer shall set out, amongst others, the details and description (including brand, condition and make), the applicable minimum price for the sale of such Bag(s) to a Buyer (“Consignment Price”), and the proceeds from such sale that you shall be entitled to receive (“Consignor Proceeds”). Please note that we will not be making any Consignment Offers for any Bag(s) that we have valued at under S$15 pursuant to Our Inspection; 

      3. if We have assessed that the Bag(s) are suitable for both direct sale to Us or consignment, we give you the option to choose from our Acquisition Offer or Consignment Offer (each, an “Offer”), in which case Clause 3 or 4 shall apply accordingly depending on which offer you chose to accept; 

      4. If We have assessed that the Bag(s) are neither suitable for direct sale to Us or consignment, We will not make any Offer for these Bag(s) and We will contact you to make arrangements for the return or retrieval of these Bags(s) in accordance with Clauses 2.5.2 and 2.5.]. 


  1. For the avoidance of doubt, other than for Clauses 3 and 4 which would apply in the manner set out in Clause 2.2 above, all other Clauses shall apply equally regardless of whether you accepted an Acquisition Offer or Consignment Offer. 

  2. Upon receipt of any Offer, you shall have 3 business days (“Relevant Period”) to confirm your acceptance of such Offer.

  3. In the event you do not confirm your acceptance of the Offer by the end of the Relevant Period: 

    1. you shall be deemed to have rejected the Offer; 

    2. We will contact you to retrieve the Bag(s) from Us or to arrange at your cost for the return of the Bag(s) to your address on record (if any); and 

    3. in the event (i) you fail to retrieve the Bag(s) from Us within 7 business days from the time We notified you of the same; (ii) there is no response from you following Our attempts to contact you; or (iii) you cannot be reached at the given address or contact number or due to incorrect or incomplete contact details provided you, We shall have the right to dispose or otherwise deal with the Bag(s) as We may in our absolute discretion deem fit, without owing any liability to you. 

  4. By accepting any Offer, you acknowledge that the terms set out in such Offer shall form an integral part of this Agreement and hereby agrees to be legally bound to them and that such Offer shall serve as the final and conclusive proof that the Bag(s) as described therein is indeed the Bag(s) that are the subject of this Agreement and shall in no event raise a dispute on the same. 


  1. Selling your Bag(s) to Us 

This Clause 3 shall apply when you (“Seller”) agree to sell your Bag(s) to Us (“Acquirer”) by accepting Our Acquisition Offer.  

  1. Payment of Acquisition Price 

    1. The Acquirer shall pay the Seller the Acquisition Price by the 15th day of the month following the month in which the Acquisition Offer was accepted by the Seller, subject to the provisions of this Clause 3.

    2. The Acquirer may withhold payment if it is of the view that the Seller is in breach of any of the Seller’s representations and/or warranties set out in Clause 5, until:

      1. the Seller satisfies the Acquirer that he is not in breach of such warranty; or

      2. the Acquirer terminates this Agreement, in which case Clause 3.2.2 shall apply.

    3. If at any time the Acquirer determines that the Bag(s) are not authentic (including where the Acquirer is unable to make a determination on its authenticity) or that Seller has otherwise breached any of the representations and/or warranties set out in Clause 5, the Acquire shall be entitled to:

      1. withhold payment of the Acquisition Price; or

      2. if the Acquirer has already made full payment of the Acquisition Price, demand that the Seller shall return to the Acquirer the full Acquisition Price and in return the Acquirer shall return the Bag(s) to the Seller, subject to any right or obligation that the Acquirer may have to retain the Bag(s) or deliver it up to a third party, including the government authorities such as the police. 

    4. The Acquisition Price shall be the only amount payable by Acquirer under this Agreement pursuant to an Acquisition Offer. Any goods and services taxes, sales taxes, import duties, customs duties, tariffs, withholding taxes, or other costs or charges in connection with the shipment, import, delivery or sale of the Bag(s), and any other applicable government fees or taxes, shall be borne by the Seller.

    5. The Seller agrees that title to the Bag(s) shall transfer to the Acquirer immediately upon full payment of the Acquisition Price. Until such time, the Seller agrees that he will not use, sell, transfer, dispose of, or otherwise deal with the Bag(s), and if the Bag(s) are for any reason in the Seller’s possession, he will keep and protect the Bag(s) in at least the same condition as stated in the Acquisition Offer.

    6. The Seller agrees and undertakes to provide the Acquirer with all true and accurate information in respect of the Bag(s), as may be reasonably required by the Acquirer at any time to ascertain the authenticity and/or legality of the Bag(s) or to support any investigation and in the event requested by the relevant authority. For avoidance of doubt, the Seller’s obligation under this Clause shall survive beyond the completion, termination or expiry of this Agreement. This includes but is not limited to, information in respect of the persons for whom the Seller is representing, or from whom the Seller obtained the Bag(s), and information which may be required by law enforcement authorities or intellectual property rights holders.

  2. Termination of Acquisition    

    1. The Acquirer shall be entitled to terminate this Agreement immediately by written notice upon the occurrence of any of the following events:

      1. the Seller has made any representation or warranty to the Acquirer in connection with this Agreement which is unfair, misleading, untrue, inaccurate or incomplete or has breached any such representation or warranty, including the representations and warranties set out in Clause 5; 

      2. the Seller breaches or  fails to observe or perform any of the terms and conditions of this Agreement whether express or implied;

      3. the Seller is or shall be under investigation, suspected, or convicted of any offence involving theft, robbery, fraud, dishonesty, money laundering or terrorism financing; 

      4. any goods sold by the Seller to the Acquirer are found not to be the absolute and unencumbered property of the Seller;

      5. the Seller does or threatens to do any act, which in the opinion of the Acquirer may prejudice or jeopardise the Acquirer’s property or rights in the Bag(s) or the value or condition of the Bag(s);

      6. the Seller breaches or defaults under any other agreement relating to any hire purchase, loan, credit facilities or otherwise of the Bag(s), whether solely or with other parties;

      7. the Seller or the Relevant Individuals withdraws his or their consent to any or all use of his or their Personal Data; 

      8. any suit, proceedings or action of any kind whatsoever including but not limited to litigation, enforcement, arbitration, administrative, criminal, bankruptcy and/or winding up proceedings are commenced, threatened or continued against the Seller; or 

      9. any event occurs which under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned in this Clause, without prejudice to the Acquirer’s other rights and remedies at law against the Seller. Upon termination of this Agreement, all licenses and rights granted to the Seller under these terms will immediately cease. Upon demand by the Acquirer, any amounts previously paid to the Seller by the Acquirer under this Agreement shall be immediately refunded.

  1. If this Agreement is terminated by the Acquirer prior to full payment of the Acquisition Price:

    1. the Acquirer shall not be obliged to pay the remainder of the Acquisition Price to the Seller, and the Seller shall return to the Acquirer any amount already paid by the Acquirer; and

    2. upon receipt of such amount in full, the Acquirer shall return the Bag(s) to the Seller if the Acquirer is in possession of the Bag(s), subject to any right or obligation that the Acquirer may have to retain the Bag(s) or deliver it up to a third party, including government authorities such as the Police.


  1. Consigning your Bag(s) to us 

This Clause 4 shall apply when you (“Consignor”) agree to consign your Bag(s) to Us (the “Consignee”) by accepting Our Consignment Offer. 

  1. Appointment 

    1. By accepting the Consignment Offer:

      1. the Consignor hereby authorises and appoints the Consignee, for the duration of the consignment, as the Consignor’s agent to offer for sale, sell, and complete sales transactions for the Bag(s). The Consignee may authorise its agents or service providers to perform any or all actions pursuant to such appointment; and 

      2. the Consignor acknowledges and agrees that he is placing the Bag(s) on consignment with the Consignee and is not selling the Bag(s) to the Consignee, and that any actions taken by the Consignee and its agents and service providers in connection with the Consignee’s appointment under this Agreement, including the arrangement and fulfilment of any deliveries shall not imply that the Consignee is a principal in the sale transaction with the Buyer. 

    2. Pursuant to the appointment in Clause 4.1.1, the Consignee may, on behalf of the Consignor, enter into any agreement and take any action for the purpose of offering for sale, selling, and completing sales transactions for, the Bag(s), provided that subject to Clause 4.3.1(i) the Consignee shall sell the Bag(s) at a sale price (“Transacted Value”) that is no less than the Consignment Price. The Transacted Value shall be inclusive of any goods and services tax (“GST”) applicable. 

    3. The Consignee and the Consignor are independent contractors. The Consignor has appointed the Consignee as its agent in accordance with this Agreement and the Consignee has corresponding rights to bind the Consignor and hold itself out as entitled to do the same. The Consignee has not granted to the Consignor the right to bind it in any manner whatsoever, and the Consignor shall not hold itself out as entitled to do the same. The Consignor is not a legal representative of the Consignee for any purpose and the consignment arrangement constituted by this Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership, business organisation, or employment relationship of any kind.

  2. Consignment Period

Unless otherwise set out in the Consignment Offer, the period of the consignment shall commence from the date the Consignment Offer is accepted until the earlier of: (a) the completion of the sale of the Bag(s); or (b) termination of this Agreement, whichever is earlier. 

  1. Consignment Price; Consignor Proceeds; Consignee Success Fee

    1. By accepting the Consignment Offer, the Consignor hereby:

      1. acknowledges and hereby agrees that the Consignment Price shall be subject to discounts, mark-downs, reductions and/or promotions from time to time at the Consignee’s sole discretion. The Consignor may reach out via email to hello@refash.sg to request for the list of applicable discounts, mark-downs, reductions and/or promotions that are being applied to their Bag(s) at any such time; 

      2. requests and authorises the Consignee to collect the Transacted Value due from the Buyer on behalf of Consignor; 

      3. agrees that the Transacted Value so collected by the Consignee from the Buyer on its behalf shall be allocated between the Consignor and Consignee as follows: 

        1. the Consignor shall be entitled to the Consignor Proceeds, which shall be the equivalent of the agreed percentage of the Transacted Value (after deduction of goods and services tax) as set out in the Consignment Offer; and 

        2. the Consignee shall be entitled to a success fee which shall be calculated as the difference between the Transacted Value and the Consignor Proceeds (such amount, the “Consignee Success Fee”); 

      4. authorises the Consignee to deduct from the Consignor Proceeds any other sum of money due from the Consignor to the Consignee under this Agreement or any other agreement between the Consignor and the Consignee, before transferring the remaining amount to the Consignor; 

      5. waives any claims over money (interest or other) generated by any temporary blockage of any sums taken by the Consignee as part of any sale of any Bag to the Buyer; 

      6. agrees to bear all bank charges that may be charged for any bank transfer by the Consignee into the Consignor’s bank account. In such respect, the Consignor acknowledges that he bears the responsibility of  checking the the terms applicable to such transactions with the financial institution that holds his bank account; and 

      7. acknowledges and agrees that the monies due to him will not be credited immediately into his bank account and that the payment may be subject to delays in processing by the banks which are beyond the control of the Consignee; and agrees that under no circumstances shall the Consignee be liable for any claims and/or damages arising from any such delay in payment. 

    2. The Consignor Proceeds, after deduction in accordance with Clause 4.3.1(iv), shall be paid in full to the Consignor by the Consignee by the 15th day of the month following the month in which the sale of the Bag(s) to the Buyer is completed, subject to the provisions of this Clause 4. For the avoidance of doubt, the sale of any Bag to any Buyer shall not be considered completed unless and until the Consignee has successfully collected in full the Transacted Value due from the Buyer on behalf of Consignor. 

    3. The Consignee may withhold payment to the Consignor if it is of the view that the Consignor is in breach of any of the Consignor’s representations and/or warranties set out in Clause 5, until:

      1. the Consignor satisfies the Consignee that he is not in breach of such warranty; or

      2. the Consignee terminates this Agreement, in which case Clauses 4.6.5 and 4.6.6 shall apply.

    4. In the event of a claim or complaint by the Buyer, the Consignee shall be entitled to withhold payment to the Consignor until the claim or complaint has been resolved. 

    5. Save as provided in Clause 4.1.2 and/or otherwise provided herein, all amounts payable under these terms are exclusive of any goods and services tax, sales taxes, import duties, customs duties, tariffs, withholding taxes, or other costs or charges in connection with the shipment, import, delivery or sale of the Bag(s), and any other applicable government fees or taxes which the Consignor shall bear. 

    6. In the event that the Consignor fails to make payment of any monies that are due to the Consignee under this Agreement or any other agreement between the Consignor and the Consignee, the Consignee shall be entitled to (i) offset any monies that remain due from the Consignor against the monies that the Consignee is supposed to pay across to the Consignor (ii) impound any products that are bought or sold by the Consignor, until full payment of the monies due is made to the Consignee; and/or (iii) offset the monies that remain due against the monies that the Consignee receives under this Agreement or any other agreement between the Consignor and the Consignee.

  2. Title and Risks

    1. Title to the Bag(s) shall remain with the Consignor, until the Consignee has received full payment of the Transacted Value from the Buyer, upon which title to the Bag(s) shall transfer to the Buyer immediately.

    2. All risks in the Bag(s), including but not limited to any risk of loss or damage to or deterioration of the Bag(s) from any cause whatsoever, shall remain with the Consignor until the placement of the Bag(s) into the possession of the delivery agent for delivery to the Buyer or upon transfer of title to the Buyer, whichever is earlier, upon which such risks shall transfer to the Buyer.

    3. While the Consignee will use commercially reasonable efforts to protect the Bag(s) against loss or damage while it is in its care, the Consignee shall not, to the fullest extent permitted by applicable law, be responsible or held liable for any loss, injury, damage, costs, expenses or harm suffered or incurred by or in connection with the loss, damage and/or destruction of the Bag(s). 

    4. Under no circumstances will the Consignor hold the Consignee responsible for any damage, loss or defacement of the Bag(s) at its premises or care, no matter how it was caused. 

    5. Nothing in this Agreement shall limit or exclude the liability of the Consignee for: (a) death or personal injury; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot otherwise be limited or excluded by applicable law. The Consignee shall not be responsible for the quality, merchantability or fitness for any purpose or any other aspect of the Bag(s) and the Consignee shall not at any time be responsible or held liable for any loss, injury, damage, costs, expenses or harm suffered by or in connection with the Bag(s). 

  3. Rights and Liabilities 

    1. The Consignee is not liable or responsible for handling any disputes between the Buyer and/or the Consignor. 

    2. The Consignee expressly disclaims any and all liability or responsibility in relation to the authenticity of the Bag(s) sold. It is the sole responsibility of the Consignor to ascertain, confirm, research, inspect, and/or investigate the Bag(s) prior to the appointment of the Consignee under this Agreement, and the Consignor acknowledges that the Consignee relies fully on it for accurate and complete information about the Bag(s). 

    3. The Consignor understands and agrees that he is solely responsible for any information that the Consignor may have provided to the Consignee in respect of the Bag(s), including without limitation any description and/or details in respect of the brand, style, condition, colour and make of such Bag(s), and any loss or damage which he sustains as a result of such provided information is solely his responsibility.

    4. The Consignee does not represent or warrant that any Bag(s) placed under consignment pursuant to the terms of this Agreement will lead to a sale.

    5. The Consignor acknowledges and agrees that the Consignor’s only right with respect to any problems or dissatisfaction with the consignment service is to terminate this Agreement in accordance with the terms set out herein. In no event shall the Consignee be liable for any loss, damage, costs, legal costs, professional or other expenses incurred or suffered by the Consignor, whether direct, indirect, incidental, consequential, special or exemplary, arising out of or in connection with (a) the Consignor’s use of the consignment service; (b) the destruction of allegedly counterfeit items or items which the Consignee is not permitted by law to sell; or (c) the conduct of other users of the Consignee’s consignment service.

  4. Termination of Consignment 

    1. The Consignee shall be entitled to terminate this Agreement at any time and for any reason by providing at least three days prior written notice to the Consignor. 

    2. The Consignor shall be entitled to terminate this Agreement at any time and for any reason by providing at least three days prior written notice to the Consignee provided that the Consignee has not concluded a sale to a Buyer at such time and: 

      1. where the Consignor is seeking to terminate the consignment service within sixty (60) days commencing from date the Consignment Offer was accepted (such period, the "Minimum Consignment Period”), an early processing fee in the amount of S$15 will be payable by the Consignor to the Consignee; and 

      2. where the Consignor is seeking to terminate the consignment service after the Minimum Consignment Period, no early processing fee in the amount of S$5 will be payable by the Consignor to the Consignee

For the avoidance of doubt, the early processing fee is separate from and in addition to any costs and/or expenses that the Consignee may incur to arrange for the return of the Consignor’s Bag(s) in accordance with Clauses 4.6.5 and 4.6.6 below. 

  1. In the event the Minimum Consignment Period has passed and provided the Consignee has not concluded a sale of the Bag(s) to a Buyer at such time, at the Consignee’s option and sole discretion, the Consignee shall have the right to:

    1. terminate the consignment arrangement pursuant to this Agreement immediately by written notice, in which case Clauses 4.6.5 and 4.6.6 shall apply; or 

    2. make an Acquisition Offer to purchase such Bag(s), in which case Clauses 2.2.1 and 2.3 to 2.6 shall apply. For the avoidance of doubt, no early processing fee shall be applicable for the purposes of this Clause. 

  2. The Consignee shall be entitled to terminate this Agreement immediately by written notice upon the occurrence of any of the following events:

    1. the Consignor defaults in payment of any of the payments payable hereunder; 

    2. the Consignor has made any representation or warranty to the Consignee in connection with this Agreement which is unfair, misleading, untrue, inaccurate or incomplete, or has breached any such representation or warranty, including the representations and warranties set out in Clause 5; 

    3. the Consignor breaches or fails to observe or perform any of the terms and conditions of this Agreement whether express or implied;

    4. the Consignor is or shall be under investigation, suspected, or convicted of any offence involving theft, robbery, fraud or dishonesty; 

    5. any cheque given by the Consignor as payment is dishonoured for any reason whatsoever; 

    6. if any Bag(s) sold by the Consignor is found not to be the absolute and unencumbered property of the Consignor;

    7. in the case of the Consignor being a partnership or an LLP, the dissolution of the Consignor or the bankruptcy, death, resignation, withdrawal or insolvency of any of the partners of the Consignor; 

    8. any indebtedness of the Consignor under any other contract or agreement becomes due and payable or capable of being declared due and payable before its stated maturity;

    9. the Consignor does or threatens to do any act, which in the opinion of the Consignee may prejudice or jeopardise the Consignee’s property or rights in the Bag(s) or the value or condition of the Bag(s);

    10. the Consignor takes any action or step for bankruptcy or voluntary arrangement in any jurisdiction, or any proceedings for bankruptcy are commenced or threatened against the Consignor;

    11. the Consignor stops, suspends, threatens to stop or suspend his indebtedness, proposes to make a general assignment or arrangement or composition with or for the benefit of their creditors or a moratorium is agreed or declared in respect of or that affects their indebtedness;

    12. the Consignor shall be unable or presumed unable to pay debts as they fall due under the Insolvency, Restructuring and Dissolution Act 2018 or Companies Act 1967 (as the case may be, or any similar legislation in jurisdictions outside Singapore), or if the Consignor being a company, proceedings for judicial management, receivership or winding up (whether voluntarily or otherwise) is commenced or threatened against it or resolutions for the same are passed;

    13. any court judgment or order (including without limitation, any injunction (whether final or interlocutory), Mareva Injunction, or Anton Pillar Order), or any arbitral award is made or entered against the Consignor in any jurisdiction; 

    14. any execution is levied or threatened upon or against any of the Consignor’s property or if any application is made under the Distress Act 1934 or any statutory modification thereof or any other statutory provision for the issue of a writ of distress against the Consignor with respect to the Bag(s) or any part thereof or with respect to any other property of the Consignor or if any distress shall be levied or threatened against the Bag(s) or against any property of the Consignor; 

    15. the Consignor or the Relevant Individuals withdraws his or their consent to any or all use of his or their Personal Data;

    16. any suit, proceedings or action of any kind whatsoever including but not limited to litigation, enforcement, arbitration, administrative, criminal, bankruptcy and/or winding up proceedings shall be commenced, threatened or continued against the Consignor; or

    17. any event occurs which under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events mentioned in this Clause,

without prejudice to the Consignee’s other rights and remedies at law against the Consignor.  Upon termination of this Agreement, all licenses and rights granted to the Consignor under these terms will immediately cease and the Consignor and the Consignee shall pay all unpaid and outstanding fees due through the effective date of termination of this Agreement.

  1. Upon termination of this Agreement for any reason, the Consignee shall contact the Consignor to retrieve the Bag(s) from the Consignee or or arrange for the return of the Bag(s) to the Consignor to such address on record if the Consignee is in possession of the Bag(s), subject to any right or obligation that the Consignee may have to retain the Bag(s) or deliver it up to a third party, including government authorities such as the Police. The Consignor acknowledges and agrees that where the Consignee arranges for the return of the Consignor’s Bag(s), the Consignee reserves the right to charge the Consignor for all costs incurred therefrom. 

  2. In the event (i) the Consignor fails to retrieve the Bag(s) from the Consignee within 7 business days from the time of notification; (ii) there is no response from the Consignor following the Consignee’s attempts to contact the Consignor; or (iii) the Consignor cannot be reached at the given address or contact number or due to incorrect or incomplete contact details provided by the Consignor, the Consignee shall have the right to dispose or otherwise deal with the Bag(s) as the Consignee in its absolute discretion deem fit, without any liability to the Consignor. 


  1. Representations and Warranties 

    1. Each Party represents and warrants that: 

      1. it has the full power and authority to enter into this Agreement and to carry out the transactions contemplated by it; 

      2. it has taken all action necessary to authorise the execution and delivery of this Agreement and performance of its obligations under this Agreement; and

      3. the execution and delivery of this Agreement by such Party and its compliance with the terms thereof, do not and will not (a) conflict with or result in a breach of any terms, conditions or provisions of; or (b) constitute a default under, any agreement, order, judgment, decree, obligation or instrument to which such Party is subject.

    2. The Consignor and/or Seller (as the case may be) represents and warrants that: 

      1. all statements and particulars made or given to Us (including without limitation any description and/or details in respect of the brand, style, condition, colour and make of the Bag(s) as set out in the Offer so accepted by the Consignor and/or the Seller (as the case may be)) are and remain true and accurate in all respects and are not misleading in any way; 

      2. he is the sole and rightful owner or the duly authorised representative of the rightful owner of all rights, title, and interest in and has full authority to sell the Bag(s) (including for resale by Us) and/or to appoint Us as its agent to sell, the Bag(s); 

      3. the Bag(s) are not stolen property or property obtained in whole or in part through an offence involving fraud or dishonesty or which has been transferred by the commission of gang-robbery, and does not, in whole or in part, directly or indirectly, represent another person’s benefits from criminal conduct;

      4. the Bag(s) shall be sold and delivered to Us free and clear of all liens, encumbrances, security interests and other claims against title, unless otherwise agreed upon by Us in writing; 

      5. the Bag(s) are of merchantable and satisfactory quality, in good and proper order and suitable or fit for the purpose for which such Bag(s) are commonly supplied, and complies with the description of such Bag(s) (including without limitation any description and/or details in respect of the brand, style, condition, colour and make of such Bag(s)) as set out in the Offer so accepted by the Consignor and/or the Seller (as the case may be); and 

      6. the Bag(s) are authentic and does not infringe upon the intellectual property rights of any third parties. 

  2. Indemnities

The Consignor and/or Seller (as the case may be) shall at all times indemnify Us and keep Us indemnified in full and held harmless against: 

  1. all loss, damage, claims, demands, costs charges, fees, expenses and liabilities imposed on or reasonably incurred by Us for or arising out of or in connection with the loss, damage, repair, preservation, recovery or repossession of the Bag(s) or enforcement of this Agreement, including any and all legal costs on a full indemnity basis; 

  2. all loss, damage, claims, demands, fines, costs, charges, fees, expenses and liabilities resulting from or arising out of or in connection with any act, default, omission or negligence of the Consignor or the Seller (as the case may be) or any breach of any laws in force pertaining to the Bag(s) or use thereof or breach of any other laws in force, including any loss or damage resulting or arising from the confiscation, impoundment or forfeiture of the Bag(s) by the police or any other governmental authorities under the law; 

  3. (in respect of the Consignor) all loss, damage, claims, demands, fines, costs, charges, fees, expenses and liabilities imposed on or reasonably incurred by Us by reason of any losses, injury or damage howsoever caused, that may be suffered by any person or party (including the Consignor) from the authorisation by the Consignor of the sale of the Bag(s) as contemplated under this Agreement; 

  4. all loss, damage, claims, demands, fines, costs, charges, fees, expenses and liabilities imposed on or reasonably incurred by Us (including legal costs on a full indemnity basis) resulting from or arising out of or in connection with any criminal charge or any claim by any person or party for any relief or remedy in respect of: 

    1. any non-conformity of the Bag(s) with the Consumer Protection (Fair Trading) Act 2003;  

    2. any infringement or violation of third party  intellectual property rights; 

    3. any allegation that the Bag(s) are stolen property or property obtained in whole or in part through an offence involving fraud or dishonesty or which has been transferred by the commission of gang-robbery, or that the Bag(s) in whole or in part, directly or indirectly, represents another person’s benefits from criminal conduct; and/or 

    4. (in respect of the Consignor) any allegation that the Consignor does not have the right to appoint the Consignee as its agent in accordance with the terms of this Agreement ; 

  5. any and all actions, claims, proceedings, damages, losses, demands, fines, charges, costs and expenses and liabilities resulting from or arising out of or in connection with: 

    1. his breach of this Agreement  or any Data Protection Laws; 

    2. his breach of any statutory requirement, duty or law; 

    3. his violation of any rights of another person or entity; and/or 

    4. the description of the Bag(s) (including without limitation any description and/or details in respect of the brand, style, condition, colour and make of the Bag(s) as set out in the Offer so accepted by the Consignor and/or the Seller (as the case may be)) and/or the Consignor’s or Seller’s (as the case may be) identifying details or where applicable, the identifying details of the person for whom the Consignor or the Seller (as the case may be) is acting on behalf of, as provided by the Consignor or the Seller (as the case may be).

  6. The above indemnification obligations will:

    1. apply to the fullest extent permitted by applicable law; and 

    2. survive the expiry or termination of this Agreement.

  1. No Waiver; No Assignment 

    1. No failure on Our part to exercise, and no delay on its part in exercising, any right, power or remedy under this Agreement and no course of dealing between the Parties shall be construed or operate as a waiver thereof, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies provided in this Agreement are cumulative and not exclusive of any other rights, powers or remedies (whether provided by law or otherwise).  No waiver of any breach shall operate as a waiver of any subsequent or any continuing breach.

    2. Any waiver by Us of any rights under this Agreement shall only be effective if made in writing and signed by Us.

    3. This Agreement cannot be assigned by you without Our prior written consent. For the avoidance of doubt, We shall be at liberty to assign this Agreement without your consent.

  2. Ownership of Photographs and Videos 

    1. You hereby grant Us the rights to take photographs and/or videos of the Bag(s). You acknowledge and agree that all photographs and/or videos taken by Us of the Bag(s), and all rights, title and interests relating thereto, including copyright, shall be and remain Our sole and exclusive property. 

  3. Collection, Use and/or Disclosure of Information 

    1. You consent to, and (where relevant) shall procure that all Relevant Individuals consent to, Us, our officers, employees, agents and advisers collecting, using or disclosing your and/or the Relevant Individuals’ Personal Data including details of its accounts to the following persons wherever situated (whether in Singapore or elsewhere), in connection with processing of payments under this Agreement, and the purposes set out in Our Privacy Policy, or as is otherwise required or permitted in accordance with applicable law:

      1. any financial institution (whether acting as Our bank or otherwise);

      2. Our head office and any of its branches, representative offices, subsidiaries, related corporations and affiliates;

      3. any court, government and regulatory agency or authority;

      4. any actual or potential assignee or transferee of, or participant or sub-participant in, any of Our rights or obligations herein (or any of their agents or professional advisers);

      5. your auditor, and you shall pay all costs, charges, fees and other out-of-pocket expenses, whether legal or otherwise in respect of such disclosure;

      6. the guarantor or any other person providing security or credit support for your obligations;

      7. any credit bureau or credit reference or evaluation agency and any member or subscriber of such credit bureau or agency, including but not limited to the Credit Bureau (Singapore) Pte. Ltd.;

      8. any insurer, reinsurer and insurance broker;

      9. any service provider or any other related person(s) including third party service providers, sales and telemarketing agencies, business partners or otherwise under conditions of confidentiality imposed on such service providers, for the purposes of data processing or providing any service on Our behalf to you or in connection with such outsourcing arrangements We may have with any third party where We have outsourced certain functions to such third party;

      10. any solicitor, repossession agent, storage yard or facility, or any other third party acting for Us in connection with the enforcement of Our rights and remedies under this Agreement;

      11. any debt collection agency or person engaged by Us to collect any sums of money owing to Us from you;

      12. your agent, executor or administrator, receiver, receiver and manager, judicial manager and any person in connection with any compromise or arrangement or any insolvency proceeding relating to you;

      13. any of your director(s) (in the case of a company) or partner(s) (in the case of a partnership, limited partnership or limited liability partnership) and authorised signatory(ies);

      14. to the extent the information is Personal Data, to the persons identified in Our Privacy Policy; and

      15. any other person to whom disclosure is permitted or required by law.

The foregoing shall be without prejudice to the generality of Our Privacy Policy.

  1. If any Relevant Individuals should withdraw their consent to any or all use of their Personal Data, depending on the nature of the withdrawal request, the Consignee may not be in a position to fulfil its obligations under this Agreement. Such withdrawal may accordingly constitute a repudiatory breach of your obligations under this Agreement, and We may upon notice to you terminate this Agreement without prejudice to Our other rights and remedies at law against you.

  2. You acknowledge and agree that We do not represent or warrant the security of any information sent or transmitted to you whether electronically or otherwise and you hereby accept the risk that any information sent or transmitted to you may be accessed, collected, used, disclosed, processed, copied, modified or disposed of (“Access”) by unauthorised third parties. To the extent permitted by law, you shall not hold Us or any of Our officers, employees or agents responsible or liable for any such unauthorised Access or disclosure or for any damages, losses, expenses or costs (whether direct or indirect, or whether foreseeable or not) suffered or incurred by You as a result of such unauthorised Access or disclosure.


  1. General 

    1. You agree and acknowledge that you have read and you understand and accept the terms of this Agreement. 

    2. With the exception of Our permitted assignees, a person or entity who is not a party to this Agreement shall have no right to enforce any terms of this Agreement under the Contract (Rights of Third Parties) Act 2001, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, nothing in this Clause shall affect the rights of any permitted assignee or transferee of this Agreement.

    3. Any notice required or permitted to be given by either Party to the other under these terms shall be in writing and be in the English language. It shall be delivered by hand or sent by prepaid registered post or by email or text messaging (including messaging platforms such as WhatsApp) to the addresses at the address or contact details provided by the parties, or as otherwise specified by the relevant party by notice in writing to the other party. Any notice to the Consignee sent by email address shall be made to hello@refash.sg. A communication shall be deemed to have been received (i) if delivered by hand, at the time of delivery; (ii) if sent by registered post, on the second business day after posting; (iii) if sent by email, when actually received in readable form; and (iv) if sent by text message, at the time of which it was sent. Any communication received or deemed to have been received after 5pm Singapore time in the place of receipt shall be deemed only to have been received on the opening of the following business day instead. 

    4. If any provision or part of a provision of this Agreement is held by any competent authority to be invalid, unlawful or unenforceable in whole or in part the legality, validity and enforceability of the remaining provisions and the remaining part of the provision in question shall not be affected or impaired thereby, and this Agreement shall be construed as if such invalid, unlawful or unenforceable provision had never been contained therein.

    5. The terms, provisions, representations, and warranties contained in this Agreement that by their sense and context are intended to survive the completion of performance under, expiration or termination of this Agreement (including but not limited to indemnification, disclaimers, representations, and warranties) shall so survive the completion of performance, expiration or termination of this Agreement.

    6. This Agreement constitutes the entire agreement and understanding between the Parties in connection with the matters dealt with and described herein, and supersedes all prior oral and written agreements, memoranda, understandings and undertakings between Refash and you in connection with the matters dealt with and described herein. 

    7. this Agreement shall be governed by and construed in accordance with the laws of the Republic of Singapore and the Parties hereby submit to the exclusive jurisdiction of the courts of the Republic of Singapore.

    8. The illegality, invalidity or unenforceability of any provision of this Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision.  If any one or more of the provisions or any part of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions and the remaining part of those provisions contained therein shall not in any way be affected or impaired and this Agreement shall be construed as if such invalid, unlawful or unenforceable provision had never been contained therein.


  1. Interpretation

    1. The headings used in this Agreement are for convenience only and shall not be construed as limiting the effect and generality of any provision. 

    2. Words importing the singular shall include the plural and vice versa where the context requires.

    3. References to Clauses are references to clauses in this Agreement.

    4. A reference to “writing” includes (without limiting the generality of that word) a reference to email, facsimile transmission or other similar means of communication.

    5. References to “person” include references to natural persons, sole proprietorships, companies, partnerships, organisations, associations and other bodies corporate. 

    6. References to any gender include all genders, and shall be construed interchangeably as the context or interpretation of this Agreement may require.