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trade program terms and conditions

down etc Trade Program Terms & Conditions


Effective: June 20, 2025


Welcome to down etc’s Trade Program. Our Trade Program is designed exclusively for interior decorators, designers, and industry professionals. By applying for and participating in our Trade Program, you agree to the following Terms & Conditions (“Terms”). These Terms constitute the terms and conditions that apply to products and services sold by down etc to you through down etc’s Trade Program.


ANY SALE OF PRODUCTS AND ANY DOWN ETC OFFER OR ACCEPTANCE ARE EXPRESSLY CONDITIONED ON ASSENT TO AND ARE LIMITED TO THESE TERMS. YOUR WEBSITE PURCHASE ORDER (THE “ORDER”) OR YOUR SUBMISSION OF ANY EMAIL OR OTHER WRITTEN DOCUMENT ACCEPTING OR REFERENCING THE ORDER SHALL CONSTITUTE YOUR ACCEPTANCE OF THE DOWN ETC ORDER AND THESE TERMS. ALL TERMS OR CONDITIONS THAT ARE IN ANY WAY INCONSISTENT WITH OR ARE IN ADDITION TO OR DIFFERENT FROM THESE TERMS ARE HEREBY EXPRESSLY REJECTED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NOTHING CONTAINED IN ANY ORDER OR SIMILAR DOCUMENT WILL IN ANY WAY MODIFY OR ADD TO THESE TERMS.


  1. ELIGIBILITY


To qualify for the Trade Program, you must provide at least one of the following:


  1. A valid business license, resale certificate, or other professional credentials.
  2. Proof of an active design business (website, portfolio, or client work).
  3. A completed Trade Program application, subject to approval by down etc.


  1. MEMBERSHIP BENEFITS


As a Trade Program member, you will receive:


  1. Exclusive trade discounts on eligible products.
  2. Early access to new collections and special promotions.
  3. Dedicated account support and custom quoting options.


  1. TRADE DISCOUNT & USAGE


  1. Trade discounts apply only to full-priced items and cannot be combined with other promotions (with the exception of free shipping for orders over $200).
  2. Discounts are for your business use only and may not be shared with or extended to clients, friends, or family members for their use.
  3. Abuse of discount privileges may result in membership termination.



  1. ORDERS & PAYMENT


  1. Orders must be placed on the retail website (www.downetc.com) through your approved trade account.
  2. All payments must be made in full at the time of purchase unless otherwise agreed upon.
  3. Custom orders require full payment and are non-refundable. down etc will require your written approval of a mockup or sample prior to accepting the order.


  1. ORDER CANCELLATIONS


Orders may not be canceled on the retail website. If you wish to cancel an order, you must contact down etc at downetc@downetc.com. Only orders that have not yet shipped may be cancelled. Any other changes or re-scheduling to an accepted order must be mutually agreed upon by the parties in writing and may require additional fees.


  1. SALES TAX & RESALE CERTIFICATES


All prices listed are exclusive of all taxes. You will pay all applicable sales and use taxes, value added taxes, goods and services taxes, and other taxes (except for taxes based on down etc’s net income), except to the extent you provide down etc with a valid resale or sales tax exemption certificate or other evidence of such exemption in a form acceptable to down etc.


  1. If you are purchasing items for resale, you must provide a valid resale certificate.
  2. Without a valid resale certificate, applicable sales tax will be charged.


  1. SHIPPING & HANDLING


down etc ships exclusively through United Parcel Services (“UPS”). We will use commercially reasonable efforts to communicate the most current and accurate product delivery and inventory information. We will use commercially reasonable efforts to timely ship ordered items.  Delivery dates are estimates only, and down etc will not be liable for any damage, loss or expense incurred by you if down etc or UPS fails to meet the specified delivery dates. You agree that down etc may make partial shipments of Products, and each Product shipment will constitute a separate and independent transaction.


All goods will be packaged in the manner determined by down etc, unless otherwise requested by you and agreed to in writing by down etc. Any special shipping of a large order so that it arrives in a single shipment or in a special manner may incur an extra charge.


For delivery to a destination within the United States, down etc shall deliver products purchased hereunder F.O.B. the designated shipping address in the order. Title and risk of loss to the products will pass to you on delivery to the shipping address on record. Regular shipping is free for orders over $200 after discounts and exclusive of taxes. We do not ship outside the contiguous 48 states. If you live in Alaska or Hawaii and wish to place an order, please email us at downetc@downetc.com.


You are responsible for unloading, unpackaging and assembly of the products upon delivery. You shall be responsible for providing a suitable and safe environment at the shipping address on record for delivery.  To the extent permitted by applicable law, down etc disclaims all liability arising from or related to UPS delivery service.


  1. RETURNS & EXCHANGES


  1. Custom, discount, and final sales are non-returnable and non-refundable.
  2. The retail website return policy applies except where these Terms and Conditions provide otherwise.


You should inspect all deliveries immediately upon arrival. All products are considered to be in good condition as of delivery and not delivered in error, unless they are reported defective or delivered in error within 5 business days of receipt at the shipping address on record. Please make note of any damage to boxes when you sign for your delivery. Report any damage to boxes, material defects or errors in delivery promptly to the down etc team by e-mail to downetc@downetc.com within 5 business days of receipt at the shipping address of record. No replacements/refunds will be given for products moved or re-shipped after receipt at the shipping address on record.


Defective products and products delivered in error may be returned to down etc only after contacting down etc at downetc@downetc.com. If down etc determines after inspection that such returned product contains a material defect in material or workmanship, down etc will, at down etc’s option, repair or replace the product free of charge. If down etc determines that such returned product was delivered in error, down etc will correct such error and re-deliver the products ordered to you.


Due to the nature of our products, we cannot accept returns of products that have been used or slept on. 


You are responsible for all charges relating to shipping your returned product to us, including securing insurance or any other guarantee you wish to use to ensure that we receive the product. We will not process a return until we receive the originally ordered product. 


Depending on the method you use to return your package, please allow up to 14 business days from the day you ship your return for your return to be processed, and your account credited.

Returned products must be returned in the original package and accompanied by the packing form. They should be shipped to:


down etc
Attn: RETURNS
305 Adrian Road
Millbrae, CA 94030


If after inspection any such returned product is determined by down etc to breach the warranty set forth herein, down etc will, at down etc’s option, repair or replace the product free of charge. Replacement or repair of products does not extend its warranty period beyond the original warranty expiration date. All down etc warranties are limited warranties and are limited to the original purchaser with proof of purchase.


  1. PRODUCT WARRANTY


down etc warrants to you, the original purchaser, that our products are free of material defects in material and workmanship for one year from delivery if properly stored, handled, assembled, maintained and used under normal conditions. “Defects” are defined as imperfection in material or workmanship that will impair the use of the product. Our product warranty does not cover: 1) defects caused by improper product storage, handling, assembly, maintenance and use, 2) defects occurring to the product after purchase due to product modification, intentional damage, accident, misuse, abuse or negligence, 3) normal product wear and tear due to age, 4) labor or assembly costs, or 5) variations of color or texture in products made of natural materials.

 

If you find a material defect in material or workmanship in any product, part or component, you must report such defect to the down etc team by e-mail (downetc@downetc.com), phone (415.348.0084) within five (5) days of date of delivery. Returns for defect are not permitted if notice is received more than five (5) days after delivery. 


EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE, DOWN ETC DISCLAIMS ALL WARRANTIES (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) RELATING TO THE PRODUCTS PROVIDED BY DOWN ETC, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE (EVEN IF THE PARTICULAR USE OR PURPOSE IS DISCLOSED TO DOWN ETC IN ADVANCE), OR NON-INFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.


THE REMEDIES SET FORTH ABOVE CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY, AND THE SOLE AND EXCLUSIVE OBLIGATION OF DOWN ETC, FOR BREACH OF THE WARRANTIES SET FORTH ABOVE.


  1. INTELLECTUAL PROPERTY & MARKETING


  1. Members of the Trade Program may not use down etc’s trademarks, logos, or branding without prior written consent.
  2. down etc may feature Trade Program participants’ projects on our website or social media with proper credit.


  1. TRADE PROGRAM TERMINATION


down etc reserves the right to revoke membership in the Trade Program at any time due to, but not limited to, the following:


  1. Violation of these Terms & Conditions.
  2. Misuse of trade benefits.
  3. Business inactivity for a prolonged period.
  4. Resale Certificate is not updated annually to demonstrate good standing.


  1. MODIFICATIONS TO THE TRADE PROGRAM


down etc may update or modify these Terms & Conditions at any time. Continued participation in the Trade Program constitutes acceptance of these changes.


  1. LIMITATION OF LIABILITY


TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DOWN ETC BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE AND/OR INDIRECT DAMAGES, OR FOR ANY LOSS OF BUSINESS, SALES OR PROFITS, ARISING FROM OR RELATED

TO THE PRODUCTS OR THESE TERMS, WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DOWN ETC’S TOTAL LIABILITY ARISING FROM OR RELATED TO THE PRODUCTS OR THESE TERMS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EXCEED THE AMOUNTS RECEIVED BY DOWN ETC FROM YOU FOR THE PRODUCTS THAT ARE THE BASIS FOR THE LIABILITY.


You acknowledge that down etc has set its prices and entered into these terms in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. You agree that the limitations of liability and the disclaimers of warranties and damages specified in these terms will survive and apply even if found to have failed of their essential purpose.


  1. GENERAL PROVISIONS


down etc will not be liable for any delay or failure in performance arising out of acts or events beyond its control, including, but not limited to, acts of God, earthquake, fire, flood, acts of civil and military authorities, embargoes, riots, war, terrorism, pandemic, epidemic, labor disputes and strikes, product or supplier shortages, power failures, and interruption of or delay in telecommunications or transportation services.


You may not assign, delegate, or transfer these Terms or any right or obligation hereunder, whether voluntarily or involuntarily, by operation of law or otherwise, without the prior written consent of down etc, and any attempt by you to assign these Terms without such consent will be null and void. down etc may assign any of its rights or obligations under these Terms without your consent. Subject to the preceding sentence, these Terms will bind each party and its permitted successors and assigns.


If any provision of these Terms is held to be illegal, invalid or otherwise unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from these Terms, while the remainder of these Terms will continue in full force and effect.

This Agreement and all matters arising out of or relating to this Agreement will be governed by the internal laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. The U.N. Convention on the International Sale of Goods shall not apply to these Terms or the products sold by down etc. Except for actions for injunctive or other equitable relief, which may be brought in any court of competent jurisdiction, any dispute regarding these Terms or the products sold by down etc shall be subject to the exclusive jurisdiction of the California state courts in and for San Francisco County, California, U.S.A. (or, if there is federal jurisdiction, the United States District Court for the Northern District of California), and the parties agree to submit to the personal and exclusive jurisdiction and venue of these courts.


These Terms shall be deemed to have been drafted by all parties and, in the event of a dispute, neither party shall be entitled to claim that any provision should be construed against the other party by reason of the fact that it was drafted by the other party.

These Terms and any quotation provided by down etc constitute the complete agreement between the parties and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter of these Terms. These Terms may not be amended or modified except in a writing signed by a duly authorized representative of each party; no other act, document, usage, or custom will be deemed to amend or modify these Terms.