Terms & Conditions (Trade)
Last updated May 2023
View or download our full Terms & Conditions here.
Terms & Conditions (Trade)
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 Tengri (“We/Us/the Seller”), a company registered in England and Wales under number 08959803 whose registered office is at: Tengri Ltd, Josephs Well Suite 2C, Hanover Walk, Leeds, West Yorkshire, LS3 1AB, United Kingdom. And correspondence address is at: Tengri Ltd, 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom.
1.2 In order to contract with 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. Tengri will store a record of your transactions for a minimum of one year.
1.3 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 to be received (whichever happens earlier) and will constitute the entire agreement between you and us.
1.4 These Terms and Conditions and the quotation apply to the purchase and any sale of Goods 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.
3. Goods
3.1 The description of the Good 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.
3.2 The Goods include Tengri’s noble fabrics and yarns, cut length tailoring materials, apparel, home interiors, and accessories. The Goods also include items made by special order through our bespoke, made to order, and made to measure services.
3.3 We can make any changes to the specification of the Goods which are required to conform to any applicable safety or other statutory or regulatory requirements.
There is an admitted tolerance of plus or minus 10% of the fixed quantity and a 5% for goods of irregular length.
The arrangements for the execution of the orders must be completed in the fixed time, after which it will be up to the vendor either to cancel the order or to warn you with a registered letter; that if you do not send the completed arrangements within 10 days, the commission will be executed by dividing the order in proportions of items, colours and patterns of the samples.
The order will be executed if it is not cancelled or changed by you, within 10 days of the confirmed order date. Compensation for any breach of the existing contract, such as damage on the part of the vendor, cannot exceed 10% of the total value of the goods.
This Confirmation of Order must be returned duly signed for full acceptance within 15 days of issue, addressed to: Tengri Ltd, 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom.
4. Price
4.1 The price (Price) of Goods 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 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 as described in the clause above (Goods) and set out in our sales documentation are subject to alteration without notice and are not a contractual offer to sell the Goods 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.
6. Payment
6.1 We will invoice you for the Price of Goods.
6.2 You must pay the invoiced Price within the agreed date indicated on our invoice.
6.3 You must make payment even if delivery 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 England and Wales, or as otherwise agreed by the Parties. Drafts and bills of exchange do not alter these conditions of payment.
6.4 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 registered letter, 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.
6.5 Time for payment will be of essence of the Contract between us and you.
6.6 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.
6.7 Customers may incur some Duty or Tax payment on delivery depending on your country's import laws. This is not the responsibility of Tengri. 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 Except for Tengri fabrics, delivery terms are CIF. Buyer shall assume all risk of loss or damage upon receipt of delivery to the location and address as requested by the Buyer.
7.3 Fabrics are sold ex-works. These goods travel at your risk even if they are sold delivery free. Delivery terms for fabrics are terminated when the goods are delivered to the carrier. In the case that there is no arrangement for a carrier, the vendor will choose one.
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 Tengri is notified in advance. In all cases goods must be returned carriage-paid and post-free to: Tengri Ltd, 27 Old Gloucester Street, London, WC1N 3AX, 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 – Tengri Ltd 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 after expiry or termination or any relationship between you and us.
10.2 Intellectual Property – All intellectual property associated with our brand, supply chain, processes and all other relevant elements of our business will remain ours. Customers have no right to use our IP without written permission.
11. Law and jurisdiction
11.1 Governing Law – The contract between you and us shall be governed by and interpreted in accordance with English law, and the English courts shall have exclusive jurisdiction to resolve any arising disputes.