Trade Program Terms

Last updated: September 1, 2025

These Trade Program Terms (“Terms”) govern business purchases placed by members of the SayRUG Trade Program (“Trade Clients”). By applying to, being approved for, or placing orders under the Trade Program, you accept these Terms. These Terms are in addition to our website Terms & Conditions and apply where a Trade order, quote, or benefit is used.

1. Operator & Contact

SayRug OÜ
Ahtri tn 12, 10151 Tallinn, Estonia
Email (Trade Support): trade@sayrug.com

2. Scope & Eligibility

• Who can join. Interior designers, architects, procurement firms, resellers, developers, and other professional buyers acting for business purposes.
• Verification. We may request documentation (business registration, VAT/tax ID, portfolio, project brief). We may approve, decline, suspend, or terminate Trade accounts at our discretion.
• No exclusivity. Membership confers access to Trade pricing/benefits but does not grant exclusivity, agency, or territorial rights.

3. Enrollment & Account Use

• Account accuracy. Keep company details, billing/shipping addresses, and contacts accurate and updated. You are responsible for all activity under your account.
• Sub-accounts. If you authorize employees or agents to order, you remain responsible for compliance with these Terms.
• Misuse. We may suspend benefits or orders in case of fraud prevention, suspected resale in breach, or violation of these Terms.

4. Pricing, Quotes & Confidentiality

• Trade pricing. May differ from public retail prices and can vary by product, volume, and project. Unless stated otherwise in writing, pricing is valid for the quote’s validity period only.
• Confidentiality. Trade quotes, discounts, and non-public terms are confidential. Do not disclose or publish without our written consent.
• Taxes. Prices may be shown net or gross of VAT depending on market. VAT and other taxes will be applied as required by law and shown at checkout or on proforma/invoice.

5. Orders, MOQs, Changes & Cancellations

• Placing orders. Orders may be placed against quotes or via your Trade account. MOQs (minimum order quantities/values) may apply.
• Made-to-order. Custom and made-to-order items may require a non-refundable deposit and longer lead times.
• Changes & cancellations. After order confirmation, changes or cancellations are not guaranteed. If exceptionally accepted, fees and cost recoveries may apply (including production, admin, or logistics).

6. Payment Terms

• Methods. We accept bank transfer and other approved methods. Payment instructions appear on the quote/proforma/invoice.
• Terms. Net terms (if offered) are at our discretion and may require credit approval. Late payments may accrue interest and recovery costs; we may suspend production or dispatch until payment clears.
• Ownership. Title to goods remains with SayRUG until full payment is received.

7. Production & Lead Times

• Indicative timelines. Lead times are estimates and depend on specification, volumes, seasonality, and supplier schedules.
• Project planning. For precise timelines or phased deliveries, please contact Trade Support; we will provide a tailored plan and confirm any critical path milestones.

8. Shipping, Delivery, Incoterms & Risk

• Incoterms. The applicable Incoterm (e.g., EXW, FCA, FOB, DAP, DDP) will be stated in the offer or order confirmation and governs transfer of risk, export formalities, and responsibility for duties/taxes.
• Delivery windows. Carrier capacity, customs, and local handling can affect timing. If you require a precise delivery window, please contact Trade Support for a detailed calculation.
• Risk & title. Risk transfers as per the stated Incoterm (commonly upon handover to the first carrier for EXW/FCA). Title passes upon full payment unless agreed otherwise.
• Access & conditions. You must ensure site access, permits, and contact availability. Re-delivery, storage, and special handling charges may apply if delivery fails due to site constraints.

9. Inspection, Claims & Returns

• Inspection on receipt. Inspect goods on delivery for visible damage, shortages, or wrong items. Note issues on the carrier’s document and notify us in writing within 5 business days with photos and delivery paperwork.
• Concealed damage. Report concealed defects within a reasonable time after discovery with supporting evidence.
• Non-defective returns. Trade orders are generally final. If a non-defective return is exceptionally approved, items must be returned in original packaging and saleable condition, and may be subject to restocking and transport fees.
• Return destination & costs. For any return (including approved non-defective returns), items must be sent back to the original dispatch/origin warehouse at the Trade Client’s expense, unless we state otherwise in the quote or our Help Center.
• Risk during return transit. Returned items remain under the Trade Client’s responsibility until received and inspected at our warehouse.
• RMA. A return merchandise authorization (RMA) and labeling instructions are required; returns without authorization may be refused.

10. Made-to-Order & Custom Products

• Final sale. Products made to order, customized by size, color, material, finishing, or otherwise produced specifically for the customer are final sale and cannot be returned or refunded unless damaged or defective upon delivery.
• Approvals. It is your responsibility to verify specifications (dimensions, finishes, tolerances) before approval. Production starts only after required approvals/payment are received.

11. Warranties

• Conformity. Products will conform to their description subject to reasonable industry tolerances (e.g., tone, weave, natural variations).
• Remedies. For proven defects notified in time, our liability is limited—at our discretion—to repair, replacement, or refund of the affected goods.
• Exclusions. No warranty for damage due to improper installation, misuse, abnormal conditions, or modifications not authorized by SayRUG.

12. Intellectual Property & Marketing

• IP ownership. All IP in products, patterns, images, texts, and branding remains with SayRUG or licensors.
• Use of assets. You may not use product images, logos, or brand assets for advertising, marketplaces, or catalogs without written permission. Resale must preserve original branding unless otherwise agreed.

13. Compliance

• Trade compliance. You are responsible for import/export compliance, taxes, labeling, and regulatory approvals in your market.
• Anti-diversion. Do not divert products to sanctioned territories or end-uses in breach of applicable laws.

14. Liability

To the fullest extent permitted by law, SayRUG is not liable for indirect, incidental, punitive, or consequential losses (including lost profits, business interruption, or third-party claims). Our total liability for a Trade order is limited to the net price paid for the Products concerned. Nothing excludes liability that cannot be excluded by law.

15. Privacy & Cookies

Personal data is processed as described in our Privacy Policy and Cookie Policy. Business contact details you provide for quoting, invoicing, and delivery will be used to perform the contract and for fraud prevention and compliance.

16. Governing Law & Jurisdiction

These Terms are governed by the laws of Estonia. Commercial disputes will be resolved exclusively by the courts of Tallinn, Estonia.

17. Changes

We may update these Terms from time to time. The version provided with your quote or applicable at the time of your Trade order will apply to that order.

18. Contact & Help Center

Trade Support: trade@sayrug.com

Operational guidance (shipping options, packaging, RMA, warehouse addresses) is available in our Help Center.