GENERAL TERMS AND CONDITIONS FOR THE MANUFACTURING AND DELIVERY OF GOODS
1.1. Contract Price – the total remuneration amount indicated in the Order Confirmation, payable by the Customer to Roug in the manner and within the term specified in the Agreement;
1.2. Agreement – the agreement between the Parties under which the Customer instructs Roug, and Roug undertakes, for mutually agreed remuneration, to manufacture the Goods; the Order, the Order Confirmation and these Terms form an integral part of the Agreement unless the Parties agree otherwise in writing;
1.3. Terms – these General Terms and Conditions for the Manufacturing and Delivery of Goods, available free of charge in their current version on Roug’s website https://www.rouginteriors.com/lv/;
1.4. Order Confirmation – the confirmation containing information about the Goods ordered by the Customer, including their specifications, quantity, price, total Contract Price, delivery terms and other relevant information, which Roug has provided to the Customer in writing, including electronically (by e‑mail);
1.5. Order Execution – any actions performed by Roug related to the manufacturing and delivery of the Goods, including but not limited to material procurement, assembly, production, transportation, etc.;
1.6. Order – the Customer’s instructions regarding the Goods submitted in writing (including electronically), which are taken into account when preparing the Order Confirmation;
1.7. Customer – the person indicated in the Order Confirmation who purchases the Goods from Roug;
1.8. Goods – the goods specified in the Order Confirmation, manufactured individually according to the Customer’s request;
1.9. Parties – Roug and the Customer together;
1.10. Roug – SIA “ROUG”, registration No. 50103287701, registered office: Sporta iela 15, Riga, LV‑1013.
2.1. These Terms apply to all manufacturing and delivery transactions carried out between the Parties unless the Parties agree otherwise in writing. The Terms constitute an integral part of the Agreement.
2.2. By submitting an Order and receiving the Order Confirmation, the Customer confirms that it has reviewed the Terms, understands them, and unconditionally undertakes to comply with them in full unless the Parties agree otherwise in writing.
2.3. Any deviations from the Terms are permitted only if agreed in writing by the Parties.
2.4. In the event of any discrepancies between the Terms and the special terms of an individually concluded written agreement, the special terms shall prevail. In the event of discrepancies between the Latvian and English versions of the Terms, the Latvian version shall prevail.
2.5. The Terms are binding upon and applicable to any assignee or successor of either Party’s rights and obligations.
2.6. For agreements concluded with consumers, these Terms apply only to the extent permissible under consumer protection laws. Any special terms applicable to consumer transactions shall be agreed in writing by the Parties, in compliance with the applicable consumer protection legislation.
3.1. The Agreement between the Parties shall be deemed concluded in any of the following ways:
3.1.1. when the Parties, or their authorised representatives, submit an Order in writing, including electronically (by e‑mail), and receive the Order Confirmation; or
3.1.2. when the Parties sign an individual written agreement.
3.2. The Agreement becomes binding on Roug at the moment when Roug has sent the Order Confirmation to the Customer or when the Parties have signed an individual written agreement.
4.1. Roug manufactures the Goods in accordance with the specifications, quantity and other conditions indicated in the Order Confirmation.
4.2. The Customer is responsible for the accuracy and suitability of the information indicated in the Order Confirmation for its needs, as well as for the accuracy and timely submission of any information provided during the performance of the Agreement.
4.3. After the Order Confirmation is signed, all information contained therein shall be considered correct, accurate, and fully aligned with the Customer’s needs and interests.
4.4. Roug shall not be liable for any non‑conformity of the Goods if the Goods have been manufactured in accordance with the Order Confirmation.
4.5. Any changes to the information about the Goods (including quantity, specifications, delivery dates, etc.) made after Roug has sent the Order Confirmation to the Customer shall be regarded as amendments to the Agreement. Such amendments must be made in writing and mutually agreed upon by the Parties.
4.6. Roug has the right to unilaterally make changes to the Order Confirmation if necessary to ensure compliance with relevant safety, quality or other conformity standards applicable to the Goods under legal requirements, provided that such changes do not affect the quality of the Goods and Roug informs the Customer accordingly.
5.1. Execution of the Order shall commence when:
5.1.1. the Parties have signed the Order Confirmation; and
5.1.2. the Customer has paid the advance payment (if applicable); and
5.1.3. any other preconditions set out in the Agreement (if applicable) have been fulfilled.
5.2. Roug is under no obligation to commence the execution of the Order if the Customer has outstanding obligations towards Roug.
6.1. If the Customer changes the Goods specifications (technical specification) after placing the order, Roug reserves the right to refuse to issue a price offer and to discontinue cooperation with the Customer without any liability towards the Customer or any other person.
6.2. If the technical specification is changed after the price offer or after confirmation of the order:
6.2.1. the production time shall be extended for as long as reasonably required to implement the changes;
6.2.2. the Customer shall compensate Roug for materials already purchased and Goods already produced;
6.2.3. the Customer shall pay EUR 70 (seventy) per hour (excluding VAT) for project management time spent on implementing the changes (man‑hours related to altering the subject of the order);
6.2.4. the Customer shall pay EUR 300 (three hundred) per day (excluding VAT) for factory downtime caused by the changes. Roug shall promptly inform the Customer of the occurrence of such downtime.
6.3. If, after the Parties have signed the Order Confirmation, the Customer withdraws from or cancels the Order, the Customer shall, within 10 (ten) working days, pay Roug—pursuant to the invoice issued by Roug:
6.3.1. a contractual penalty of 10% of the Contract Price and compensate the costs of materials ordered or procured for the Order, if Roug has incurred such costs by the time of the Customer’s withdrawal or cancellation notice and Roug has not yet started executing the Order; or
6.3.2. a contractual penalty of 30% of the Contract Price and pay the portion of the Contract Price corresponding to the Goods already produced, and cover the costs of materials ordered and/or procured and labour costs incurred for executing the Order, if such costs have arisen by the time of the Customer’s withdrawal or cancellation notice and Roug has already started executing the Order.
6.4. If the order is cancelled and the Customer places a new order, the new order shall be considered a separate contract with new terms and deadlines.
6.5. Changes to the Goods specifications must be submitted in writing to Roug’s e‑mail address: contacts@rouginteriors.com, and shall be regarded as an official request from the moment they are received by Roug.
6.6. In the cases referred to in Clauses 6.2 and 6.3, Roug is entitled to apply a full or partial set‑off against its claims using the advance payment received from the Customer.
7.1. The Customer shall pay the Contract Price in accordance with the schedule set out in the Agreement (including the Order Confirmation) and the invoices issued by Roug. Unless otherwise agreed and unless the Agreement provides a different payment term, the Contract Price must be paid before the Goods are handed over to the Customer.
7.2. Roug is entitled to unilaterally increase the Contract Price during the term of the Agreement by notifying the Customer at least 10 (ten) days in advance, if:
7.2.1. the Customer has made changes to the Order Confirmation which increase the production and/or delivery costs;
7.2.2. delays in the execution of the Order have arisen due to the Customer’s fault and not due to Roug;
7.2.3. during the execution of the Order, circumstances beyond Roug’s control cause an increase in the price of raw materials related to the execution of the Order, resulting in increased costs for Roug.
7.3. If the Customer cancels the Order due to the Contract Price increase referred to in Clause 7.2, the Customer shall cover the costs of materials ordered and/or procured and labour costs incurred by Roug for the execution of the Order up to the time of the Customer’s withdrawal, as well as the value of the finished Goods according to the Order Confirmation.
7.4. An invoice is considered paid when the amount stated in the invoice is received in the bank account indicated by Roug.
7.5. Bank fees related to invoice payment shall be borne by the Customer. The Customer shall make payments in EUR (euro) unless the Parties agree otherwise in writing.
7.6. If the Customer delays payment, Roug is entitled to request, and the Customer is obliged to pay:
7.6.1. late‑payment interest at a rate of 1% of the overdue amount for each day of delay;
7.6.2. a storage fee of 2% of the total value per day for Goods stored in Roug’s or a third party’s warehouse if the Goods remain in storage for more than 5 (five) days after Roug notifies the Customer that the Goods are ready for collection; or
7.6.3. a rental fee for unpaid Goods which the Customer has received but has not paid for within the contractual term, amounting to 1/10 (one tenth) of the total value of the Goods for each day of delay. The rental fee shall be calculated until the moment specified in Clause 7.7.
7.7. The payments specified in Clause 7.6 shall apply until the Customer has fully paid the invoice amount, including accrued late‑payment interest, and has fulfilled all other obligations under the Agreement.
7.8. If the payment delay exceeds 14 (fourteen) days, Roug is entitled to request security or a guarantee from a third party acceptable to Roug to secure payment of the overdue amounts.
7.9. Roug is entitled, without any sanctions, to postpone planned delivery, suspend delivery, or refrain from sending subsequent orders until the Customer has paid all overdue amounts—regardless of whether the delay relates to this or any other order—except where the Customer pays 100% advance payment for the new order.
7.10. Due to the Customer’s delay or improper fulfilment of payment or other contractual obligations, Roug is entitled to compensation for losses incurred due to production capacity losses, changes to transportation schedules, downtime, or the postponement or cancellation of the order.
7.11. By signing the Order Confirmation, the Customer agrees that, if the Customer fails to fulfil or improperly fulfils its payment obligations under the Agreement, Roug is entitled to transfer information and data obtained under the Agreement to a third party for the purpose of debt recovery or enforcement. The Customer shall compensate debt recovery or enforcement costs in accordance with applicable legislation.
7.12. Roug shall send invoices to the Customer electronically to the e‑mail address indicated in the Agreement (including the Order Confirmation) or deliver them to the address specified in the Agreement. An electronically issued invoice is valid without a signature.
8.1. The Goods must be delivered within the agreed delivery term, in the agreed quantity and quality, and in accordance with mutually agreed quality requirements.
8.2. Delivery and hand‑over of the Goods shall be governed by Incoterms 2020, unless the Parties agree otherwise in writing.
8.3. The delivery method and delivery location shall be specified in the Order Confirmation. If no delivery terms are included therein, delivery shall be organised in accordance with a written agreement (including e‑mail) between the Parties. If no agreement is reached, the Customer shall collect the Goods from the location and at the time indicated by Roug, but no later than 14 (fourteen) days from the date when Roug notifies the Customer that the Goods are ready for collection.
8.4. All delivery‑related costs shall be borne by the Customer unless the Parties agree otherwise.
8.5. If the Customer delays acceptance of the Goods or fails to provide delivery instructions, Roug is entitled to store the Goods, at the Customer’s risk, in its own warehouse or that of a third party, and to charge the Customer a storage fee of EUR 5 (five) per pallet per day, calculated from the originally planned delivery date.
8.6. If storage exceeds one month, Roug is entitled to sell the Goods at a free price without auction and demand reimbursement from the Customer for all costs related to the sale and storage. If the Goods cannot be sold due to their unique or specific nature, Roug is entitled to destroy the Goods at the Customer’s expense; the Customer shall cover the value of the Goods and all related costs according to Roug’s invoice and shall not make any claims against Roug regarding the destruction of the Goods or related losses.
8.7. If Roug delays delivery by more than 30 (thirty) days and no other agreement is reached, the Customer may, starting from the 31st day, request a contractual penalty of 0.5% of the value of the undelivered Goods for each day of delay, up to a maximum of 10% of the value of such Goods according to the Order Confirmation. This penalty does not apply if the delay is caused by force majeure, circumstances beyond Roug’s control, or by the Customer.
8.8. If the delivery location is outside Latvia in another EU or EEA country, the Customer must ensure that Roug receives a signed document confirming delivery of the Goods to the destination country, in accordance with EU regulatory requirements.
8.9. The Customer is fully responsible for complying with all legal requirements, customs procedures, and payment of applicable taxes and duties related to exporting the Goods from Latvia and importing them into the country of delivery.
9.1. Title to the Goods shall pass to the Customer only after Roug has received full payment of the Contract Price and the Customer has fulfilled all its payment obligations towards Roug, including the payment of any contractual penalties, late‑payment interest and rental fees (if applicable under the Terms).
9.2. The risks related to the Goods shall pass to the Customer as follows:
9.2.1. If the Goods are delivered by Roug – full material liability and the risk of damage, loss or destruction, including accidental risk, shall pass to the Customer upon delivery of the Goods at the delivery location before unloading. Roug shall not be liable for any damage or loss to the Goods occurring during unloading if the unloading is organised by the Customer or its authorised representatives;
9.2.2. If the Goods are delivered by the Customer or its authorised representatives, the Goods shall be handed over at Roug’s premises or at the storage location. In such a case, full material liability and the risk of damage, loss or destruction, including accidental risk, shall pass to the Customer upon handover. Roug shall not be liable for loading, securing the Goods in the vehicle, transport, or any damage or loss occurring during loading or transportation.
9.3. If the Customer delays acceptance of the Goods, that is, fails to accept the Goods within the term set out in the Terms, full material liability and all risks, including accidental risk, related to storage of the Goods, shall pass to the Customer.
9.4. The Customer may not pledge, encumber, or otherwise burden the Goods in any manner until title has passed to the Customer in accordance with these Terms.
10.1. Roug guarantees that the Goods comply with:
10.1.1. the quality requirements specified in the Order Confirmation;
10.1.2. professional manufacturing standards;
10.1.3. the quality expected for normal use.
10.2. The warranty covers the structural stability of the Goods, joints, mechanisms, manufacturing defects and material defects.
10.3. The warranty period is 12 (twelve) months from handover of the Goods to the Customer, unless otherwise agreed by the Parties. Certain components (e.g., hinges, lifting mechanisms, rails and other parts) may be subject to the manufacturer’s warranty, whether shorter or longer.
10.4. A warranty case is considered to be manufacturing defects, material defects, non‑compliance with the Order Confirmation, and mechanism failures under normal use.
10.5. The warranty does not apply to:
10.5.1. natural wear and tear (scratches, colour changes, material wear, etc.);
10.5.2. damage caused by improper use, overloading, moisture, heat, sunlight, improper cleaning or care, or alterations/repairs by the Customer or third parties;
10.5.3. minor visual differences resulting from the properties of natural materials (wood, stone, veneer, fabrics);
10.5.4. defects arising from inaccuracies, errors or other discrepancies in the technical or other information/documents submitted by the Customer;
10.5.5. defects that are not recorded in accordance with these Terms or have not been reported to Roug within the required time;
10.5.6. defects arising during delivery if delivery was not arranged by Roug;
10.5.7. defects arising from actions (acts/omissions) attributable to the Customer or third parties.
10.6. Upon delivery or hand‑over, the Customer must inspect the shipment, the quantity of Goods, conformity of Goods descriptions with delivery documents, the external visual condition of the shipment and Goods, and packaging, to identify any visible defects. If defects are found, the Customer must photograph them, record them on the delivery note, and notify Roug of the discovered non‑conformities within 5 (five) working days, submitting photos with timestamps and a defect description.
10.7. If the Customer discovers a defect within the warranty period, the Customer must document the defect by photographing it and notify Roug in writing (including by e‑mail) immediately, but no later than 5 (five) working days from the date of detection (photo date), submitting photos with timestamps and a defect description.
10.8. Roug has the right to inspect the defect at the Goods’ location and to request any information necessary to assess the claim.
10.9. If the Customer fails to comply with the defect identification and notification procedure specified in the Terms, Roug shall be released from its warranty obligations and from any obligation to compensate related costs or losses, and the Customer shall be obligated to accept the Goods in full according to the Order Confirmation and the Agreement and pay the Contract Price in full.
10.10. If Roug recognises the Customer’s claim as justified, Roug may, at its discretion:
10.10.1. remedy the defect;
10.10.2. replace the Goods or the relevant component;
10.10.3. supply new Goods;
10.10.4. pay compensation as agreed between the Parties.
10.11. If Roug is legally liable for other costs or losses directly caused by a defect and the Customer has provided documentary evidence, Roug’s liability shall apply only to the minimum extent required by law.
10.12. If Roug does not recognise the defect or the Parties disagree regarding the defect, either Party may, upon written notice to the other Party, engage—at its own cost—an independent conformity assessment institution or expert to issue an opinion on the validity of the claim regarding the disputed defect.
11.1. Each Party shall be liable for non‑performance or improper performance of its obligations under the Agreement (including these Terms) and for losses caused to the other Party in accordance with the Agreement and applicable laws. In the case referred to in Clause 10.11, Roug’s material liability shall not exceed the price of the Goods indicated in the Order Confirmation; in all other cases, it shall not exceed the Contract Price.
11.2. Payment of contractual penalties, late‑payment fees or compensation for losses shall not release the Customer from its obligation to perform its contractual duties.
11.3. Roug shall not be liable for the Customer’s relations with third parties or for any obligations or losses arising therefrom. This includes issues related to intellectual property, trademarks, patents, technical standards, inventions, etc. The Customer shall resolve such matters independently and shall indemnify and hold Roug harmless from any claims and losses.
11.4. Where electronic communication tools, software or IT systems are used for performance of the Agreement, Roug shall not be liable for losses caused by failures or defects of such equipment or communication systems.
11.5. The Parties shall not be liable for non‑performance or delay caused by force majeure circumstances beyond their control, which could not reasonably be foreseen or prevented at the time of concluding the Agreement and which directly affect performance, such as fire, flood, natural disasters, war, mobilisation, or restrictions imposed by governmental authorities.
11.6. In case of force majeure, the affected Party shall immediately—where possible, within 5 (five) working days—notify the other Party in writing and provide adequate evidence showing how the force majeure circumstances directly prevented timely performance.
11.7. Performance of the Agreement shall be suspended until the end of the force majeure circumstances. If force majeure lasts more than 2 (two) months, the Parties shall agree in writing on further cooperation and performance conditions.
12.1. The Parties undertake to protect and not disclose to any third party any confidential information obtained before or during the Agreement, except where disclosure is required by law.
12.2. Confidential information includes all information disclosed by one Party to the other, or otherwise obtained by the other Party, including but not limited to technical, technological, know‑how, commercial, legal, financial information, personal data, and any other information related directly or indirectly to the Parties, their employees, representatives or related persons, except for publicly available information not disclosed by either Party.
12.3. Unless expressly prohibited by the Customer, Roug may publish photographs of the Goods manufactured for the Customer and information about the Customer (Customer’s name) for marketing purposes. Publication under this clause shall not be considered a breach of confidentiality.
12.4. The confidentiality obligation remains in force throughout the Agreement and for 3 years after its termination.
12.5. Any documentation provided by Roug to the Customer, including drawings or calculations, is Roug’s property and shall be considered confidential information.
12.6. The Customer may use the confidential information solely for the performance of the Agreement.
12.7. Each Party must ensure that its employees and other persons comply with confidentiality obligations as required by these Terms.
13.1. All intellectual property rights related to the Goods (including, but not limited to, copyrights, patents, designs and trademarks) arising in connection with the Agreement—unless agreed otherwise by the Parties or unless the Customer’s own designs or intellectual property dictate otherwise—shall belong to Roug or the third parties designated by Roug.
13.2. Roug has unrestricted rights to mark the Goods and packaging with Roug’s trademarks.
14.1. The Parties shall process personal data of the other Party, its representatives and employees only for the purpose of performing the Agreement, in accordance with Regulation (EU) 2016/679 and applicable Latvian laws.
14.2. Personal data may be transferred to third parties only to the extent necessary for performance of the Agreement or where required by law.
14.3. The Customer is informed that Roug processes personal data for the purpose of initiating business relations, preparing the Order Confirmation, concluding and performing the Agreement (including issuing transaction documents, handling claims and warranty matters), as well as to protect Roug’s legitimate interests.
14.4. Failure to provide personal data necessary for preparing the Order Confirmation and concluding the Agreement shall make it impossible to conclude the Agreement.
15.1. The Agreement enters into force as specified in the Terms and remains in force until full and proper performance of the Parties’ obligations. Transaction documents concluded between the Parties must include a reference to these Terms and comply with applicable legal requirements.
15.2. Unless otherwise agreed in writing, Roug has the right to unilaterally terminate the Agreement without any sanctions by giving the Customer at least 10 (ten) days’ written notice in the following cases:
15.2.1. the Customer delays payment for more than 30 (thirty) days;
15.2.2. the Customer delays acceptance of the Goods for more than 30 (thirty) days;
15.2.3. the Customer has provided false information or concealed facts affecting execution of the Order Confirmation (Agreement);
15.2.4. performance of the Agreement becomes unlawful for either Party;
15.2.5. insolvency proceedings are initiated against the Customer, or its economic activity is suspended or terminated, or it is undergoing liquidation.
15.3. If the Customer becomes subject to sanctions, restrictions or prohibitions imposed by a competent authority or an international organisation, the Agreement shall be automatically terminated without prior notice.
15.4. The Agreement is terminated immediately unless Roug specifies otherwise in the termination notice.
15.5. In cases of early termination pursuant to Clauses 15.2 or 15.3, the consequences set out in Clause 6.3 shall apply, and the Customer shall be liable for losses incurred by Roug due to early termination.
15.6. If any Agreement (including these Terms) provision is invalid or becomes invalid, this does not affect the validity of the remaining provisions. Invalid provisions shall be replaced by appropriate and lawful ones.
16.1. Any legally binding notices must be made in writing and sent to the other Party’s address or e‑mail specified in the Agreement.
16.2. After conclusion of the Agreement, all previous negotiations, correspondence and arrangements not included in the Agreement shall be deemed terminated.
16.3. By concluding the Agreement, the Parties confirm that they understand the terms (including these Terms), undertake the obligations, consider the Agreement fair and in line with their interests, and undertake to comply with and perform it.
16.4. Persons signing the Order Confirmation or other contractual documents on behalf of a Party confirm that they have the necessary authorisation. If it is later found that such authorisation did not exist or the Party did not legally exist at the time, such person shall personally assume obligations arising from the Agreement and compensate the losses caused.
16.5. Any changes in responsible persons, contact information, or corporate details of either Party shall be deemed mutually agreed if notified in writing to the other Party.
17.1. Any dispute arising out of or related to the Agreement shall be resolved by the courts of the Republic of Latvia.
17.2. The Agreement is governed by the laws of the Republic of Latvia.
Version History
Version No. Approval Date
V1 06.02.2026
Sales Conditions
