Commercial Terms & Conditions
Updated July 2026
1. Application and entire agreement
1.1 These Terms and Conditions will apply to the purchase of the goods detailed in the quote or invoice (“Goods”) by the buyer (“You”) from Noble Yarns Ltd, trading as Tengri (“Tengri/We/Us/the Seller”), a company registered in Scotland under number SC814976 whose registered office is at: Noble Yarns Ltd, Suite 2/3, 48 West George Street, Glasgow, G2 1BP, Scotland. And correspondence address is at: House of Tengri, Somerset House - New Wing, Strand, London, WC2R 1LA, United Kingdom.
1.2 In order to contract with Noble Yarns or Tengri, you must be over 18 years of age and possess a valid credit or debit card issued by a bank acceptable to us. When placing an order, you undertake that all details you provide to us are true and accurate, that you are an authorised user of the credit or debit card used to place your order and that there are sufficient funds to cover the cost of the goods. Noble Yarns will store a record of your transactions for a minimum of one year.
1.3 The Buyer acknowledges that the commercial value of Noble Yarns' Goods and Services derives not solely from their physical characteristics, but from the combination of exceptional natural materials, documented provenance, stewardship systems, cultural heritage, long-term relationships with pastoral communities, processors and craftspeople, and the associated intellectual property and know-how developed by Noble Yarns.
The buyer shall not misrepresent, alter, remove, obscure or dilute that provenance. Nothing in these Terms authorises the Buyer to represent or imply ownership of that provenance, stewardship system or associated intellectual property beyond the rights expressly granted in writing.
1.4 These Terms and Conditions will be deemed to have been accepted by you when you accept them, or from the day payment is made against the invoice for the delivery of Goods or Services to be received (whichever happens earlier) and will constitute the entire agreement between you and us. Payment constitutes acceptance of Noble Yarns Ltd's Terms & Conditions of Sale.
1.5 These Terms and Conditions and the quotation apply to the purchase and any sale of Goods or Services between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2. Interpretation
2.1 A ‘business day’ means any day other than a Saturday, Sunday or bank holiday.
2.2 The headings in these Terms and Conditions are for convenience only and will not affect their interpretation.
2.3 Words imparting the singular number include the plural and vice-versa.
2.4 Certain projects may also be governed by one or more Special Conditions or Strategic Partnership Schedules, which supplement these Terms. In the event of conflict, the Special Conditions as quoted in our sales documentation shall prevail.
3. Goods & Services
3.1 The description of the Goods or Services is set out in our sales documentation, unless expressly changed in our quotation. In accepting the quotation, you acknowledge that you have not relied upon any statement, promise or other representations about the Goods by us.
3.1.1 Noble Yarns supplies natural fibres and luxury textile products whose characteristics arise from biological materials. Variations in colour, lustre, handle, micron, texture and weight are inherent characteristics and shall not constitute defects or grounds for rejection provided the Goods substantially conform to the agreed specification.
3.2 The Goods & Services include our consultancy or design services, licensing of trademarks, sales of noble fabrics, home accessories or other requests made of noble yarns and fibres. The Goods & Services also include items made by special order through our bespoke, made to order, and made to measure services.
3.2.1 Development and design services includes: sampling, research, technical advice, design, supplier coordination, material selection, prototype development, travel, supplier liaison, and testing. Development services are deemed earned as they are performed and are non-refundable once performed.
3.2.2 Where Noble Yarns develops concepts, samples, prototypes, specifications, material selections or product designs for a Buyer, all intellectual property and know-how shall remain the exclusive property of Noble Yarns unless expressly assigned in writing. The Buyer shall not reproduce, manufacture or procure manufacture from a third party using such development work without Noble Yarns' prior written consent.
3.3 We can make any changes to the specification of our Services or Goods which are required to conform to any applicable safety or other statutory or regulatory requirements. Orders become binding only upon written acceptance by Noble Yarns. Noble Yarns may refuse or cancel any order before acceptance. Any amendment requested after acceptance shall be subject to Noble Yarns' written approval and may result in revised pricing or delivery dates.
4. Price
4.1 The price (Price) of Goods & Services is set out in our quotation and sales documentation or such other price as we may agree in writing.
4.2 If the cost of the Goods or Service to us increases due to any factor beyond our control including, but not limited to, material costs, labour costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
For the consignment of goods to be produced, the fixed price will be increased in proportion to eventual increases in costs, that could come during the production of the goods, after the present contract (except for changes in the price of raw materials).
4.3 Any increase in the Price under the clause above will only take place after we have told you about it.
4.4 You may be entitled to discounts. Any and all discounts will be at our discretion.
4.5 The Price is inclusive of any fees for packaging and transportation / delivery.
4.6 The Price is inclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
5. Cancellation and alteration
5.1 Details of the Goods and Services as described in the clause above (Goods & Services) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods & Services which is capable of acceptance.
5.2 Either of us can cancel the order for any reason prior to your acceptance (or rejection) of a quotation.
5.3 Allocated fibre may be reserved specifically for a customer. Reservation constitutes partial performance. Allocated fibre may not be immediately resold. Reservation fees are non-refundable.
5.4 Where the Buyer terminates a Contract after Noble Yarns has commenced performance, Noble Yarns shall be entitled to recover all reasonable Reliance Costs incurred up to the date of termination, including (without limitation) allocated fibre, reservation fees, sampling, consultancy, development services, travel, supplier charges, testing, storage, administration, legal costs and any other project-specific expenditure. Any refund shall be calculated only after deduction of such Reliance Costs.
6. Payment
6.1 We will invoice you for the Price of Goods & Services. You must pay the invoiced Price within the agreed date indicated on our invoice.
6.2 You must make payment even if delivery of the Goods or Service has not taken place and / or that the title in the Goods has not passed to you.
The payments must be carried out at the site of sale in the United Kingdom, or as otherwise agreed by the Parties. Drafts and bills of exchange do not alter these conditions of payment.
6.3 Payment is required in full before the order can be processed.
Delays in payments of more than 10 days will give the vendor the right to close the contract in writing by email or as otherwise agreed by the Parties, and the power to halt any other contracts in process, still with the right to claim for compensation.
6.4 Time for payment will be of essence of the Contract between us and you.
6.5 All payments must be made in pounds sterling (GBP) unless otherwise agreed in writing between us. Without prejudice to the right of compensation for any damages, in case of late payment of any supplies default interest shall be charged from the due date until the date of the actual settlement at the statutory interest rate of 8% plus the Bank of England base rate.
6.6 Customers may incur some Duty or Tax payment on delivery of Goods depending on your country's import laws. This is not the responsibility of Noble Yarns. Any parcels returned to us due to the customer refusing to pay local duty will be refunded LESS the cost of the return postage to us.
7. Delivery
7.1 Shipping – Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. Despatch times may vary according to availability and any guarantees or representations made as to delivery times are limited to mainland UK. We will not be liable for any delay in delivery of the Goods that is caused by a circumstance beyond our control, delays resulting from postal delays, or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. Delivery terms have a maximum tolerance of 15 days.
7.2 Delivery shall be in accordance with the Incoterms 2020 rule stated on the quotation or invoice.
7.3 Unless otherwise stated in the quotation or invoice, fabrics shall be supplied Ex Works (EXW) in accordance with Incoterms® 2020.
7.4 Goods Delivery Handling Responsibility – You will need to be sure that you have sufficient and proper equipment and that your own designated personnel are available to unload products/goods delivered to your premise(s) as the delivery companies’ drivers are not obliged/required to provide assistance in unloading and/or placing your order.
You are obliged to verify the goods immediately after they have arrived. Any claims for defects, whether concealed or not, or for goods not in accordance with the sample or with the contract, should be made by you within 15 days of receiving the goods; after this time you forfeit the possibility to claim on the goods.
Goods cannot be returned unless notified in advance. In all cases goods must be returned carriage-paid and post-free to: Noble Yarns / House of Tengri, Somerset House, New Wing, Strand, London, WC2R 1LA, United Kingdom
7.5 Delays Beyond Our Control - We shall have no liability to you for any failure or delay in the delivery of goods ordered, or for damage or defect to goods caused by events or circumstances beyond our reasonable control (including, without limitation, strikes, lockouts and other industrial disputes).
7.6 If you do not take delivery of the Goods we may, at our discretion and without prejudice to any other rights:
7.6.1 Store or arrange for the storage of the Good and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and / or
7.6.2 Make arrangements for the redelivery of the Goods and will charge you for the costs of such redelivery; and/or
7.6.3 After 10 business days, resell or otherwise dispose of part of all the Goods and charge you for any shortfall below the price of the Goods.
7.7 Each delivery shall constitute a separate contract, which shall be subject to these terms and conditions.
In the case that the existing order should be completed in consecutive deliveries, each of them must be considered separately as regards to invoice payments, which you cannot delay for future transactions.
8. Risk and title
8.1 The risk in the Goods will pass to you on completion of delivery.
8.2 Title of the Goods will not pass to you until we have received payment in full (in cleared funds) for: (a) the Goods and / or (b) any other goods or services that we have supplied to you in respect of which payment has become due.
9. Limitation of liability
9.1 Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
9.2 Warranty – We will endeavour to provide the highest quality goods as standard.
9.3 Liability – Noble Yarns will not accept any liability for loss or profit or consequential losses suffered as a result of delivery delay, or otherwise.
The risk inherent in all goods passes to the customer as soon as the order is dispatched to the requested destination of the buyer.
9.4 Subject to the clauses above on Inspection and Acceptance and Risk and Tile, all warranties, conditions or other terms implied by statute or common law (save for those implied by section 12 of the Sale of Goods Act 1979) are excluded to the fullest extent permitted by law.
9.5 Exclusion of Liability – We shall not be liable in any way for any loss of revenue, profit, goodwill or any consequential or indirect or special loss or damage arising out of the purchase of any goods by you from us or late or non-delivery of goods. We do not accept liability for any loss from claims of third parties arising out of the use of Goods or Services purchased from us. We shall not be liable for any misrepresentations. We accept zero liability for all losses not specifically mentioned here, as well as any liability for health issues that may occur from the use of products supplied to you by us.
10. Additional Terms
10.1 Confidentiality – All information supplied by either party to the other and identified as confidential by the recipient shall be kept strictly confidential by the recipient and shall not be disclosed to any third party without the other's prior written consent. Each party shall take appropriate steps to ensure that its employees, subcontractors and agents are also bound by confidentiality undertakings with respect to products, suppliers, printers, supply chain, supply partners. The obligations of confidentiality in these Terms and Conditions shall remain in force indefinitely after expiry or termination or any relationship between you and us.
10.2 Intellectual Property – The Buyer shall not use Noble Yarns, House of Tengri, Tengri Noble Fabrics®, Tengri, Noble Yarns®, Khangai Noble Fibres or any associated IP without Noble Yarns' prior written consent, including trademarks, provenance systems, stewardship frameworks, Digital Product Passports, specifications, weave structures, yarn constructions, designs, samples, photography, film, digital media, know-how, trade secrets, standards and methodologies.
11. Law and jurisdiction
11.1 Governing Law – The contract between you and us shall be governed by and interpreted in accordance with Scottish law, and the Scottish courts shall have exclusive jurisdiction to resolve any arising disputes.