GENERAL PROCUREMENT TERMS
1.1. Request for Quotation – Roug’s invitation to potential suppliers to submit a Financial Offer;
1.2. Financial Offer – an offer submitted by the Supplier based on the Technical Specification provided by Roug, including all Supplier’s costs related to the execution of the Order, as well as applicable taxes and equivalent payments;
1.3. Agreement – the agreement between the Parties under which the Supplier undertakes to perform the Order, and which includes the Order, the Order Confirmation and these Terms as its integral parts, unless the Parties have agreed otherwise in writing;
1.4. Terms – these general procurement terms, available free of charge in their current version on Roug’s website at https://www.rouginteriors.com/purchase-conditions/ or attached to the Order, which are legally binding on the Supplier from the moment it accepts the Order or commences its execution;
1.5. Order – a written or electronic (email) product order issued by Roug, regardless of its title or form, which includes at least information on the type, quantity, price, delivery term and delivery location of the goods, the technical specification (if applicable), and which, once confirmed or upon commencement of execution, is legally binding on the Supplier and constitutes an integral part of the Agreement;
1.6. Order Confirmation – a confirmation containing information on the Goods ordered by Roug, their specifications, quantity, price, total Contract Price, delivery terms and other relevant information, which the Supplier has submitted to Roug in writing, including electronically (by email);
1.7. Supplier – any natural or legal person who directly or through subcontractors supplies goods or manufactures products for Roug in accordance with the Order or any other binding agreement;
1.8. Goods – any product, item, material, component or other thing that is manufactured, processed or supplied to Roug in accordance with the Order;
1.9. Parties – Roug and the Supplier together;
1.10. Roug – SIA “ROUG”, registration No. 50103287701, registered address: Sporta iela 15, Riga, LV‑1013;
1.11. Technical Specification – drawings, models, descriptions, measurements, material specifications, functional requirements, quality standards, finish samples, colour codes, prototypes and/or other technical or visual information issued or approved by Roug or its authorised persons, defining the characteristics and/or quality requirements of the goods to be manufactured or supplied.
2.1. These Terms apply to all procurement of Goods carried out by Roug and constitute an integral part of the Agreement, unless the Parties have agreed otherwise in writing.
2.2. If the Request for Quotation or the Order includes a reference to these Terms, the submission of the Financial Offer, the confirmation of the Order, or the commencement of the execution of the Order shall be deemed as the Supplier’s confirmation that it has reviewed the Terms, understands them, and unconditionally undertakes to comply with them in full, unless the Parties have agreed otherwise in writing.
2.3. Any general or special terms of the Supplier shall apply only if they have been previously approved in writing by Roug. Otherwise, they shall not apply and shall not be considered part of the Agreement.
2.4. In the event of any discrepancies between these Terms and the special terms of an individually negotiated written contract, the special terms shall prevail. If discrepancies arise between the Latvian and English versions of the Terms, the Latvian version shall prevail.
2.5. No rights or obligations of either Party under the Agreement may be inferred from any established practice between the Parties or from any customs observed in the Supplier’s industry.
3.1. Roug has the right, at its sole discretion, to select the Supplier for the performance of any Order or to refuse cooperation with any person without any obligation to justify such a decision.
3.2. A Request for Quotation submitted by Roug, the transmission of technical information, initiation of negotiations, or any communication between the Parties prior to the submission of an Order, including, but not limited to, market research activities, requests for quotations, and submission of Financial Offers, does not create any obligation on the Parties to conclude an Agreement or obligation to Roug to place an Order.
3.3. The Supplier shall ensure that the submitted Financial Offers remain valid and that the prices of the Goods included therein will not be changed for at least two (2) months from the date the Financial Offer is issued.
4.1. The Agreement between the Parties is deemed concluded in any of the following ways:
4.1.1. when the Supplier confirms the Order in writing (by email or in printed form) or actually begins the execution of the Order, whichever occurs first; or
4.1.2. when the Parties sign a written agreement.
5.1. Roug orders the Goods by sending the Supplier an Order in written or electronic form, indicating at least the type, quantity, price, Technical Specification (if applicable), and delivery term of the Goods. The price included in the Order is indicated in accordance with the Supplier’s submitted Financial Offer, unless the Parties agree otherwise.
5.2. The Order becomes binding on the Supplier from the moment the Supplier has confirmed it in writing or electronically by sending Roug the order confirmation, or has commenced its execution, whichever occurs first.
5.3. The Supplier may not amend the terms indicated in the Order, including the price, deadlines or the Technical Specification, without Roug’s prior written consent.
5.4. The Order, its annexes, and the Technical Specifications shall be considered an integral part of the Agreement.
5.5. Roug, without any obligation or liability towards the Supplier, has the right to withdraw or amend the Order without limitations and without sanctions until the moment when the Parties have concluded the Agreement and the Supplier has commenced its execution. After the Agreement is concluded and the execution of the Order has started, changes to the Order are made in accordance with the procedure set out in the Agreement or by mutual agreement of the Parties.
6.1. The Supplier shall ensure the delivery of the Goods in accordance with the Order and these Terms.
6.2. The Goods shall be issued or delivered to the location indicated by Roug in the Order or in the Agreement, unless otherwise specified in the Agreement (including in the Order).
6.3. The Supplier shall deliver the Goods within the term specified in the Agreement. Any deviation from this term is permitted only with Roug’s prior written consent.
6.4. The Supplier must immediately inform Roug in writing of any circumstances that may affect the delivery of the Goods.
6.5. The Supplier shall bear all costs related to preparing, packaging, labelling, loading and transporting the Goods to the delivery location, unless the Parties have agreed otherwise in writing.
6.6. The Supplier shall deliver the Goods to the delivery location in accordance with Incoterms 2020, unless the Parties agree otherwise in writing.
6.7. Roug has the right, without any sanctions, to refuse acceptance of Goods delivered after the delivery term specified in the Agreement.
6.8. In case of delay in delivery, Roug has the right to unilaterally terminate the Agreement and return the Goods at the Supplier’s expense and risk, or store such Goods at a third-party facility at the Supplier’s expense and risk. The Supplier must compensate Roug for all losses incurred (i.e., storage costs, costs of purchasing substitute goods from another supplier, or any other losses, including those arising from production downtime).
6.9. If the Supplier fails to meet the delivery deadline, Roug has the right to apply a contractual penalty of 1% (one percent) of the total Order amount for each day of delay. In addition to the penalty, the Supplier must compensate all costs charged to Roug by the end customer, as well as all transport‑related losses and/or expenses.
7.1. The Goods must be packaged in such a manner as to protect them from damage during transportation, loading and storage.
7.2. The Supplier is fully liable for any damage arising from improper packaging of the Goods.
7.3. The Supplier is prohibited from placing its logo, trademark, or any other type of marking or identification on the Goods, unless previously agreed in writing with Roug. If the Supplier breaches this requirement, the Supplier shall pay Roug a contractual penalty of EUR 300 (three hundred euro) for each breach.
8.1. All delivery‑related documents must indicate the Order or Agreement number.
8.2. The Supplier shall provide information and submit to Roug all documents requested by Roug that are necessary for the proper use of the Goods, including but not limited to quality certificates, transport documents, delivery notes (CMR), invoices, certificates of origin, and declarations of conformity, insofar as reasonably related to the delivery of the respective Goods.
8.3. Roug is entitled, without any sanctions from the Supplier, to withhold payment for the Goods until the Supplier has submitted all documents requested by Roug.
8.4. The Supplier shall compensate Roug for any expenses incurred in connection with claims brought by third parties (including, but not limited to, Roug’s customers or authorities) against Roug, arising from the Supplier’s failure to submit the required documents in full or in a timely manner.
8.5. Upon Roug’s request, the Supplier must immediately provide any information required by Roug to demonstrate compliance with legal or certification requirements. In case of the Supplier’s failure to fulfil its obligations, Roug is entitled to late‑payment interest of 0.5% of the respective Order amount for each day of delay.
9.1. The risk of accidental loss or damage to the Goods shall pass to Roug only after the Goods have been physically delivered and accepted in accordance with the Agreement.
9.2. Title to the Goods shall pass to Roug upon payment of the purchase price specified in the Agreement.
9.3. Roug has the right to refuse acceptance of the Goods if they do not comply with the terms of the Agreement (including the Order and the Technical Specification) or with the quality requirements.
9.4. The Supplier assumes all risks related to:
9.4.1. fluctuations in the price of the Goods;
9.4.2. changes in currency exchange rates;
9.4.3. transportation and delivery difficulties;
9.4.4. amendments to legal regulations affecting the specifications of the Goods (products).
9.5. Partial deliveries or early deliveries are permitted only with Roug’s prior consent.
10.1. The Goods must be delivered within the agreed delivery term, in the agreed quantity and quality, and in accordance with the Technical Specification, mutually agreed quality requirements and/or applicable quality standards.
10.2. The Supplier shall comply with all applicable laws, technical requirements and generally accepted standards relating to the Goods.
10.3. Roug has the right to verify the Supplier’s compliance with Clause 10.1, and the Supplier must immediately provide Roug with the requested information.
10.4. After receipt of the Goods, Roug shall carry out a quantity and visual inspection and notify the Supplier of any visible non‑conformities within 10 (ten) working days from the date of their discovery.
10.5. Any defects discovered by Roug at any later time—including during production or after delivery to Roug’s customer—shall be considered hidden defects. No time limitation applies to submitting claims regarding hidden defects.
10.6. If, upon receipt of the Goods, Roug identifies any quantity discrepancy compared to the delivery documents, this shall be considered a breach of the Agreement, and the Supplier must reduce the price or correct the invoice.
10.1. The Parties shall process personal data of the other Party, its representatives and employees solely for the purpose of performing the Agreement, in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation) and applicable Latvian laws.
10.2. Personal data may be transferred to third parties only to the extent necessary for the performance of the Agreement or where required by law.
11.1. If the delivered Goods do not comply with the Technical Specifications, the agreed quality requirements, quality standards, or any other terms of the Agreement, the Goods shall be deemed non‑conforming to the Agreement.
11.2. If the Goods are considered non‑conforming and the Parties have not agreed otherwise in writing, Roug may, at its sole discretion, immediately:
11.2.1. require the Supplier to replace the Goods with conforming Goods, at the Supplier’s expense, within the deadline specified by Roug;
11.2.2. return the non‑conforming Goods at the Supplier’s risk and expense and/or unilaterally withdraw from the Agreement;
11.2.3. remedy the defect itself or through a third party and claim reimbursement of the related costs from the Supplier; or
11.2.4. require the Supplier to reduce the Purchase Price.
11.3. Any additional costs and losses arising as a result of the Goods’ non‑conformity (including production downtime or claims made by Roug’s customers) shall be borne in full by the Supplier.
12.1. The purchase price of the Goods is specified in the Agreement, including in the Order. This purchase price shall be fixed, and the Supplier may not unilaterally increase it after the Agreement has been concluded.
12.2. If the Agreement provides for the delivery of Goods, the contract price must include all transportation costs, insurance costs and applicable taxes, unless otherwise specified in the Agreement.
12.3. Roug shall pay the Supplier the purchase price specified in the Order, based on the invoice issued by the Supplier, within 30 (thirty) days after the Goods have been fully delivered and accepted, unless the Parties agree otherwise in writing.
12.4. The invoice must comply with applicable legal requirements and include: the document type, date, number, the Supplier’s and Roug’s names and registration numbers or tax identification codes, the Order or Agreement number, description of the transaction (e.g., delivery or sale of goods), information about the Goods (name, quantity, unit, unit price, discounts (if any), applicable taxes (if any), total price including taxes), delivery date and delivery note number.
12.5. The invoice must be sent electronically to the e‑mail address: contacts@rouginteriors.com
or delivered to the address indicated in the Agreement.
13.1. The Supplier shall provide a 2 (two) year warranty for the Goods, if the Supplier or the manufacturer provides a longer warranty period, the longer period shall apply. Any additional warranty offered by the Supplier shall also apply where relevant. The Parties may agree in writing on different warranty terms.
13.2. The Supplier shall inform Roug of the warranty conditions and the procedure for submitting warranty claims.
14.1. The Supplier represents and warrants that, at the time of delivery, the Goods will be free from any encumbrances and no third‑party rights or claims will exist, and that the manufacture, delivery, use and distribution of the Goods will not infringe any third‑party rights, including intellectual property rights.
14.2. The Supplier shall fully compensate Roug for all losses, expenses and costs (including legal fees) incurred by Roug in connection with any third‑party claims regarding rights to the Goods or the infringement of third‑party rights, including intellectual property rights.
14.3. Roug’s right to claim damages shall not be limited or excluded by any other rights or claims available to Roug in connection with incomplete or improper performance of the Agreement.
14.4. The Supplier guarantees and undertakes that, during the term of the Agreement, it will not directly or indirectly engage in any activities aimed at soliciting Roug’s clients, employees or cooperation partners, including encouraging such persons to terminate or limit their contractual relationship with Roug or to commence equivalent cooperation with the Supplier or its affiliated persons.
14.5. For each breach of Clause 14.4, the Supplier shall pay Roug a contractual penalty of 10% of the total contract value between the Supplier and the respective client — that is, for each Roug client who terminates or limits their contractual relationship with Roug and starts equivalent cooperation with the Supplier or its affiliated persons.
14.6. The Supplier may not publish or distribute images or other information about products manufactured by Roug without Roug’s prior written consent. If the Supplier breaches this provision or commits a breach described in Clause 16.1., the Supplier shall pay Roug a contractual penalty of EUR 1,000 (one thousand euro) for each breach. Payment of the penalty does not release the Supplier from the obligation to cease the violation and does not limit Roug’s right to claim additional damages.
14.7. If the Supplier, after receiving the Order and during the validity period of the Financial Offer, fails to confirm the Order, thereby withdrawing from the submitted offer and breaching its obligation under Clause 3.3., the Supplier shall pay Roug, within 5 (five) working days of receiving Roug’s request, a contractual penalty of 10% of the amount of the submitted Financial Offer.
15.1. Payment of a contractual penalty as specified in the Agreement does not affect the Supplier’s obligation to compensate Roug for losses exceeding the amount of the contractual penalty paid by the Supplier. If a court reduces the contractual penalty, Roug retains the unrestricted right to claim compensation for losses exceeding the reduced penalty amount.
15.2. The Parties shall not be liable for non‑performance or delay in performance of obligations under the Agreement if caused by force majeure circumstances not related to the Party, beyond the control of either Party, which could not reasonably have been foreseen or prevented at the time of concluding the Agreement, and which have directly affected the Party — such as fire, flood, natural disasters, war, mobilisation, or restrictions imposed by state or governmental authorities.
15.3. In the event of force majeure, the affected Party shall immediately, where possible, within 5 (five) working days, or, if objectively impossible, within another reasonable period, send written notice to the other Party regarding the circumstances and provide sufficient evidence demonstrating how such force majeure circumstances directly prevented timely performance.
15.4. Performance of the Agreement shall be suspended until the end of the force majeure circumstances. If force majeure lasts longer than 2 (two) months, the Parties shall agree in writing on further cooperation and the terms of continued performance of the Agreement.
16.1. The Supplier shall keep all commercial, technical and other information directly or indirectly related to Roug or the Agreement (hereinafter – Confidential Information) strictly confidential and shall not disclose it to third parties without Roug’s prior written consent, except where disclosure is required by law. The confidentiality obligation remains in force throughout the term of the Agreement and for 3 years after its termination.
16.2. Any documentation provided by Roug to the Supplier in connection with the Agreement, including drawings or calculations, is the property of Roug and shall be regarded as Confidential Information.
16.3. The Supplier may use Confidential Information solely for the performance of the Agreement.
16.4. The Supplier must ensure that its employees and any other persons involved in delivery of the Goods (including subcontractors) comply with the confidentiality obligations as set out in these Terms.
17.1. All intellectual property rights related to the Goods (including, but not limited to, copyrights, patents, designs and trademarks) arising in connection with the Agreement shall belong to Roug or the third parties designated by Roug.
18.1. The Parties shall process the personal data of the other Party, its representatives and employees solely for the purpose of performing the Agreement, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation) and applicable Latvian legislation.
18.2. Personal data may be transferred to third parties only to the extent necessary for performance of the Agreement or where required by law.
19.1. Unless otherwise agreed in writing by the Parties, Roug has the right to unilaterally terminate the Agreement without any sanctions by giving the Supplier at least 10 (ten) days’ prior written notice to the address specified in the Agreement, in the following cases:
19.1.1. a material breach by the Supplier of its obligations under the Agreement;
19.1.2. if during the term of the Agreement it becomes apparent that the Supplier is unable to perform the obligations undertaken;
19.1.3. if performance of the Agreement becomes unlawful for either Party under applicable laws;
19.1.4. if insolvency proceedings are initiated against the Supplier in accordance with applicable laws, or the Supplier’s economic activity is suspended or terminated, or the Supplier is undergoing liquidation or has been liquidated.
19.2. If the Supplier becomes subject to sanctions, restrictions or prohibitions imposed by a competent authority or international organisation, the Agreement shall be automatically terminated without prior notice or liability.
19.3. The Agreement shall be terminated immediately unless Roug indicates otherwise in the termination notice sent to the Supplier.
19.4. The Supplier shall be liable for any losses arising from early termination of the Agreement in the cases referred to in Clauses 19.1 and 19.2.
20.1. Any legally binding notices must be prepared in writing and sent to the other Party at the address or e‑mail specified in the Agreement.
21.1. Any dispute arising out of or related to the Agreement shall be resolved by the courts of the Republic of Latvia.
21.2. The Agreement shall be governed by the laws of the Republic of Latvia.
Version History of the Terms
Version No. Approval Date
V1 06.02.2026.
