Terms & Conditions

1.1 Definitions and interpretation

1.1. In these Conditions the following definitions apply:

Business Customer

means a Customer who purchases Goods for purposes relation to its trade, business, craft or profession.

Business Day

means a day other than a Saturday, Sunday or bank or public holiday in England;

Conditions

means Yarn Collective’s terms and conditions of sale set out in this document;

Confidential Information

means any commercial, financial or technical information, information relating to the Goods, plans, know-how or trade secrets which is obviously confidential in nature or has been identified as confidential, or which is developed by a party in performing its obligations under, or otherwise pursuant to the Contract;

Contract

means the agreement between Yarn Collective and the Customer for the sale and purchase of the Goods incorporating these Conditions and the Order, and including all its schedules, attachments, annexures and statements of work;

Consumer Customer

means a Customer who purchases Goods as an individual for purpose wholly outside of its trade, business, craft or profession.

Customer

means the named party in the Contract which has agreed to purchase the Goods from Yarn Collective and whose details are set out in the Order;

Force Majeure

means an event or sequence of events beyond a party’s reasonable control preventing or delaying it from performing its obligations under the Contract including but not limited to an act of God, fire, flood, lightning, earthquake or other natural disaster, war, riot or civil unrest, interruption or failure of supplies of power, fuel, water, transport, equipment or telecommunications service, or material required for performance of the Contract, strike, lockout or boycott or other industrial action including those involving Yarn Collective’s or its suppliers’ workforce, but excluding the Customer’s inability to pay or circumstances resulting in the Customer’s inability to pay;

Goods

means the goods and other physical material set out in the Order and to be supplied by Yarn Collective to the Customer in accordance with the Contract;

Location

means the address or addresses for delivery of the Goods as set out in the Order;

Order

means an order for the Goods from Yarn Collective placed by the Customer in substantially the same form set out in Yarn Collective’s sales order form from time to time;

Price

has the meaning given in clause 3.1;

Specification

means the description provided for the Goods and their packaging set out or referred to in the Contract; and

VAT

means value added tax under the Value Added Taxes Act 1994 or any other similar sale or fiscal tax applying to the sale of the Goods.

1.2. In these Conditions, unless the context requires otherwise:

1.2.1. a reference to the Contract includes these Conditions, the Order, and their respective schedules, appendices and annexes (if any);

1.2.2. any clause, schedule or other headings in these Conditions is included for convenience only and shall have no effect on the interpretation of the Conditions;

1.2.3. words in the singular include the plural and vice versa;

1.2.4. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;

1.2.5. a reference to legislation is a reference to that legislation as in force at the date of the Contract.

2. Application of these conditions

2.1. These Conditions apply to and form part of the Contract between Yarn Collective Limited (of Oaktree House, Wheelers Lane, Brockham, Surrey, United Kingdom, RH3 7LA, reg no. 09787627) (Yarn Collective) and the Customer. They supersede any previously issued terms and conditions of purchase or supply.

2.2. No terms or conditions endorsed on, delivered with, or contained in the Customer’s purchase conditions, order, confirmation of order, specification or other document shall form part of the Contract except to the extent that Yarn Collective otherwise agrees in writing.

2.3. Each Order by the Customer to Yarn Collective shall be an offer to purchase the Goods subject to the Contract including these Conditions. By submitting an Order, the Customer expressly agrees to the Conditions.

2.4. If Yarn Collective is unable to accept an Order, it shall notify the Customer in writing as soon as reasonably practicable.

2.5. Unless otherwise stated or agreed in writing by Yarn Collective, the offer constituted by an Order shall remain in effect and capable of being accepted by Yarn Collective for 3 months from the date on which the Customer submitted the Order, after which time it shall automatically lapse and be withdrawn.

2.6. Yarn Collective may accept or reject an Order at its discretion. An Order shall not be accepted, and no binding obligation to supply any Goods shall arise, until the earlier of:

2.6.1. Yarn Collective’s written acceptance of the Order; or

2.6.2. Yarn Collective dispatching the Goods or notifying the Customer that they are available for collection (as the case may be).

2.7. Rejection by Yarn Collective of an Order, including any communication that may accompany such rejection, shall not constitute a counter-offer capable of acceptance by the Customer.

2.8. Yarn Collective may issue quotations to the Customer from time to time. Quotations are invitations to treat only. They are not an offer to supply the Goods and are incapable of being accepted by the Customer.

2.9. Marketing and other promotional material relating to the Goods are illustrative only and do not form part of the Contract.

2.10. For the avoidance of doubt, these Conditions also apply to any purchase Orders made on Yarn Collective’s website.

2.11. The Customer acknowledges that these Conditions may be updated from time to time. The Conditions which apply to a particular Order will be those in force at the time the Order is submitted to Yarn Collective. The latest version can be found at Yarn Collective’s website.

3. Price

3.1. The price for the Goods shall be as set out in the Order or, where no such provision is set out, shall be as advised (in writing) by Yarn Collective from time to time before the date the Order is placed (the Price).

3.2. Yarn Collective reserves the right to alter prices or to withdraw textiles from the range at any time without prior notice. Prices are often quoted per order quantity and/or project. Yarn Collective endeavours to ensure that customers are supplied with up to the minute price lists. However, Yarn Collective strongly advises that prices be checked before finalising orders and that the price the Customer is expected to pay is indicated on the applicable Order.

3.3. Subject to what is set out in the Order, the Prices are exclusive of:

3.3.1. treatment, cutting, packaging, delivery, insurance, shipping carriage, and all other related charges or taxes or describe relevant elements of the goods which are not included in the standard price] which may be charged in addition at Yarn Collective’s standard rates, and

3.3.2. VAT (or equivalent sales tax).

3.4. The Customer shall pay any applicable VAT to Yarn Collective on receipt of a valid VAT invoice.

4. Payment

4.1. Yarn Collective shall invoice the Customer for the Goods, partially or in full, at any time following acceptance of the Order.

4.2. Invoices are issued on a pro forma basis unless otherwise indicated. The Customer shall pay invoices to the bank account nominated by Yarn Collective by the due date(s) as set out in each invoice and/or Order.

4.3. Time of payment is of the essence. Where sums due under these Conditions are not paid in full by the due date:

4.3.1. Yarn Collective may withhold the production or delivery of the Order;

4.3.2. Yarn Collective may, without limiting its other rights, charge interest on such sums at 4% a year above the base rate of Bank of England from time to time in force, and

4.3.3. interest shall accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.

5. Delivery

5.1. The Goods shall be delivered by Yarn Collective, or its nominated carrier, to the Location on the date(s) specified in the Order.

5.2. The Goods shall be deemed delivered on arrival only of the Goods at the Location by Yarn Collective or its nominated carrier (as the case may be).

5.3. Yarn Collective may deliver the Goods in instalments. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.4. The Customer shall not be entitled to reject a delivery of the Goods on the basis that an incorrect volume of the Goods has been supplied.

5.5. The Goods may be delivered by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.

5.6. The Customer agrees that it shall inspect the Goods promptly upon delivery.

5.7. Delivery of the Goods shall be accompanied by a delivery note stating:

5.7.1. the date of the Order;

5.7.2. the product numbers, type and quantity of the Goods in the consignment; and

5.7.3. any special handling instructions (if applicable).

5.8. Time of delivery is not of the essence. Yarn Collective shall use its reasonable endeavours to meet delivery dates but such dates are indicative only.

5.9. Yarn Collective shall not be liable for any delay in or failure of delivery caused by:

5.9.1. the Customer’s failure to make the Location available;

5.9.2. the Customer’s failure to prepare the Location as required for delivery of the Goods;

5.9.3. the Customer’s failure to provide Yarn Collective with adequate instructions for delivery and installation or otherwise relating to the Goods;

5.9.4. Force Majeure.

5.10. If the Business Customer fails to accept delivery of the Goods, Yarn Collective shall store and insure the Goods pending delivery, and the Business Customer shall pay all reasonable costs and expenses (if applicable) incurred by Yarn Collective in doing so.

5.11. If 15 Business Days following the due date for delivery or collection of the Goods, the Business Customer has not taken delivery of or collected them, Yarn Collective may resell or otherwise dispose of the Goods without any obligation or liability to the Business Customer, except as provided for in clauses 5.10.1 and 5.10.2. Yarn Collective shall:

5.11.1. deduct all reasonable storage charges and costs of resale; and

5.11.2. account to the Business Customer for any excess of the resale price over, or invoice the Customer for any shortfall of the resale price below, the Price paid by the Customer for the Goods.

6. Risk

Risk in the Goods shall pass to the Customer on delivery.

7. Title

7.1. Title to the Goods shall pass to the Customer once Yarn Collective has received payment in full and cleared funds for the Goods.

7.2. Until title to the Goods has passed to the Customer, the Customer shall:

7.2.1. hold the Goods as bailee for Yarn Collective;

7.2.2. store the Goods separately from all other material in the Customer’s possession;

7.2.3. take all reasonable care of the Goods and keep them in the condition in which they were delivered;

7.2.4. insure the Goods from the date of delivery: (i) with a reputable insurer (ii) against all risks (iii) for an amount at least equal to their Price (iv) noting Yarn Collective’s interest on the policy;

7.2.5. ensure that the Goods are clearly identifiable as belonging to Yarn Collective;

7.2.6. not remove or alter any mark on or packaging of the Goods;

7.2.7 inform Yarn Collective immediately if it becomes subject to any of the events or circumstances set out in clauses 15.1.1 to 15.1.4 or 15.2.1 to 15.2.14; and

7.2.8 on reasonable notice permit Yarn Collective to inspect the Goods during the Customer’s normal business hours and provide Yarn Collective with such information concerning the Goods as Yarn Collective may request from time to time.

7.3. If, at any time before title to the Goods has passed to the Customer, the Customer informs Yarn Collective, or Yarn Collective reasonably believes, that the Customer has or is likely to become subject to any of the events specified in clauses 15.1.1 to 15.1.4 or 15.2.1 to 15.2.14, Yarn Collective may:

7.3.1. require the Customer at the Customer’s expense to re-deliver the Goods to Yarn Collective; and

7.3.2. if the Customer fails to do so promptly, enter any premises where the Goods are stored and repossess them.

8. Goods

8.1. The Customer acknowledges that it has sole responsibility for the use of the Goods and for the consequences arising from its uses. Yarn Collective gives no guarantee as to the deterioration of the textiles as a result of the Customer’s anomalous use or the environmental conditions.

8.2. Any handling and care instructions provided by Yarn Collective are provided as guidance only.

8.3. The Customer further acknowledges that:

8.3.1. the colour of the Goods may vary from batch to batch. If an exact match is required, the Customer is required to submit a request to Yarn Collective for a cutting from stock;

8.3.2. there may be up to +/- 10% tolerance in quantity for the Goods being produced;

8.3.3. any treatment for a higher level of fire retardancy of the Goods is provided on a case-by-case basis at Yarn Collective’s discretion, subject to the Customer submitting a written request to Yarn Collective and at the Customer’s sole and additional cost;

8.3.4. all treatments, including (without limitation) treatment for fire retardancy, are carried out at the Customer’s own risk and no liability will be accepted for any changes to appearance, etc. as a result of such treatment;

8.3.5. all fire retardancy treatments are durable for up to five dry cleans.

9. Warranty and Cancellation Rights – Consumer Customer (this clause 9 only applies to Consumer Customer)

9.1. Yarn Collective ensures that the Goods it supplies are as described, fit for purpose and of satisfactory quality. Yarn Collective is under a legal duty to supply Goods that are in conformity with the Contract.

9.2. The Consumer Customer has 14 days from the delivery date to change its mind and cancel the Order. This does not apply to perishable Goods bespoke or personalised Goods.

9.3. The Consumer Customer shall email Yarn Collective with the Order number at info@yarncollective.co.uk for the cancellation of the Order.

9.4. If a Consumer Customer has already received the Order, it must return the Goods to Yarn Collective within 14 days of the date of cancellation email was sent. Yarn Collective may withhold the refund until it has received the Goods back from the Consumer Customer or until the Consumer Customer has provided with evidence of courier (whichever is earlier).

9.5. Goods must be returned to Yarn Collective in a new and unused condition and, to the extent possible, in their original packaging. Yarn Collective may make a deduction from the refund amount if the value of the Goods has diminished due to improper handling, if such handling was beyond what is necessary to establish the nature, characteristics and functioning of the Goods. The Consumer Customer is responsible for the Goods while they are in possession.

9.6. Unless the Goods are faulty or misdescribed, the Consumer Customer shall be responsible for the cost of returning the Goods to Yarn Collective.

9.7. Yarn Collective shall provide the Consumer Customer with a full refund (including basic delivery charges) as soon as possible to the same payment method that a Consumer Customer used when the Order was placed.

9.8. This clause provides a summary of some of Consumer Customers’ key rights. For more detailed information on Consumer Customers’ rights, please visit the Citizens Advice website at www.citizensadvice.org.uk or call 0808 223 1133.

10. Warranty – Business Customer (this clause 10 only applies to Business Customer)

10.1. Yarn Collective warrants that the Goods shall, for a period of 15 days from the date of invoice (the Warranty Period):

10.1.1. conform in all material respects to the Order and the Specification; and

10.1.2. be of satisfactory quality within the meaning of the Sale of Goods Act 1979.

10.2. As the Customer’s sole and exclusive remedy, Yarn Collective shall, at its option, repair, replace, or refund the Price of any of the Goods that do not comply with clause 10.1, provided that the Customer:

10.2.1. serves a written notice on Yarn Collective during the Warranty Period in the case of defects discoverable by a physical inspection;

10.2.2 provides Yarn Collective with sufficient information as to the nature and extent of the defects and the uses to which the Goods had been put prior to the defect arising;

10.2.3. gives Yarn Collective a reasonable opportunity to examine the defective Goods; and

10.2.4. returns the defective Goods to Yarn Collective at the Customer’s expense.

10.3. The provisions of these Conditions, including the warranties set out in clause 10.1, shall apply to any of the Goods that are repaired or replaced with effect from the date of delivery of the repaired or replaced Goods.

10.4. Yarn Collective shall not be liable for any failure of the Goods to comply with clause 10.1:

10.4.1. where such failure arises by reason of wear and tear, wilful damage, negligence, or could be expected to arise in the normal course of use of the Goods;

10.4.2. to the extent caused by the Customer’s failure to comply with Yarn Collective’s instructions in relation to the Goods, including any instructions on installation, operation, storage or maintenance;

10.4.3. to the extent caused by Yarn Collective following any specification, instruction or requirement of or given by the Customer in relation to the Goods;

10.4.4. where the Customer cuts, modifies or processes any Goods without Yarn Collective’s prior written consent; or

10.4.5. where the Customer uses any of the Goods after notifying Yarn Collective that they do not comply with clause 10.1.

10.5. Except as set out in this clause 10:

10.5.1. Yarn Collective gives no warranties and makes no representations in relation to the Goods; and

10.5.2. shall have no liability for their failure to comply with the warranty in clause 10.1and all warranties and conditions (including the conditions implied by ss 13–15 of the Sale of Goods Act 1979), whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law.

11. Limitation of liability – Consumer Customer (this clause 11 only applies to the Consumer Customer)

11.1. If Yarn Collective is in breach of these Conditions or is negligent, Yarn Collective shall be liable to the Consumer Customer for foreseeable loss or damage that it suffers as a result. “Foreseeable” means that, at the time the Contract was made, it was either clear that such loss or damage would occur or both parties knew that it might reasonably occur, as a result of something Yarn Collective did (or failed to do).

11.2. Yarn Collective shall not be liable for any loss or damage that was not foreseeable, any loss or damage not caused by Yarn Collective’s breach or negligence, or any business loss or damage.

11.3. Nothing in these terms excludes or limits our liability for any death or personal injury caused by Yarn Collective’s negligence, liability for fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by laws.

12. Limitation of liability – Business Customer (this clause 12 only applies to the Business Customer)

12.1 The extent of the parties’ liability under or in connection with the Contract (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 12.

12.2. Subject to clauses 12.5 and 12.6, Yarn Collective’s total liability shall not exceed the sum of the Order less VAT.

12.3. Subject to clauses 12.5 and 12.6, Yarn Collective shall not be liable for consequential, indirect or special losses.

12.4. Subject to clauses 12.5 and 12.6, Yarn Collective shall not be liable for any loss of profit, revenue, use, production, contract, commercial opportunity, savings, discount or rebate (whether actual or anticipated), loss or corruption of data, software or systems, loss or damage to equipment, harm to reputation or loss of goodwill; and/or wasted expenditure.

12.5. The limitations of liability set out in clauses 12.2 to 12.4 shall not apply in respect of any indemnities given by the Customer under the Contract.

12.6. Notwithstanding any other provision of the Contract, the liability of the parties shall not be limited in any way in respect of the following:

12.6.1 death or personal injury caused by negligence;

12.6.2. fraud or fraudulent misrepresentation;

12.6.3. any other losses which cannot be excluded or limited by all applicable laws, legislation, statutory instruments, regulations and governmental guidance having binding force whether local or national;

12.6.4. any losses caused by wilful misconduct.

13. Confidentiality and announcements

13.1. The Customer shall keep confidential all Confidential Information of Yarn Collective and shall only use the same as required to perform the Contract. The provisions of this clause shall not apply to:

13.1.1. any information which was in the public domain at the date of the Contract;

13.1.2. any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

13.1.3. any information which is independently developed by the Customer without using information supplied by Yarn Collective; or

13.1.4. any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

13.2. This clause 13 shall remain in force for a period of three years from the date of the Contract and, if longer, three years after termination of the Contract.

13.3. The Customer shall not make any public announcement or disclose any information regarding the Contract, except to the extent required by law or regulatory authority.

14. Force majeure

Neither party shall have any liability under or be deemed to be in breach of the Contract for any delays or failures in performance of the Contract which result from Force Majeure. The party subject to the Force Majeure event shall promptly notify the other party in writing when such the event causes a delay or failure in performance and when it ceases to do so. If the Force Majeure event continues for a continuous period of more than 180 days, either party may terminate the Contract by written notice to the other party.

15. Termination

15.1. Yarn Collective may terminate the Contract or any other contract which it has with the Customer at any time by giving notice in writing to the Customer if:

15.1.1.the Customer commits a material breach of the Contract and such breach is not remediable;

15.1.2. the Customer commits a material breach of the Contract which is not remedied within 14 Business Days of receiving written notice of such breach; or

15.1.3. the Customer has failed to pay any amount due under the Contract on the due date and such amount remains unpaid 31 days after the date that Yarn Collective has given notification to the Customer that the payment is overdue.

15.2. Yarn Collective may terminate the Contract at any time by giving notice in writing to the Customer if the Customer:

15.2.1. is unable to pay its debts either within the meaning of section 123 of the Insolvency Act 1986 or if Yarn Collective reasonably believes that to be the case;

15.2.2. becomes the subject of a company voluntary arrangement under the Insolvency Act 1986;

15.2.3. becomes subject to a moratorium under Part A1 of the Insolvency Act 1986;

15.2.4. becomes subject to a restructuring plan under Part 26A of the Companies Act 2006;

15.2.5. becomes subject to a scheme of arrangement under Part 26 of the Companies Act 2006;

15.2.6. has a receiver, manager, administrator or administrative receiver appointed over all or any part of its undertaking, assets or income;

15.2.7. has a resolution passed for its winding up;

15.2.8. has a petition presented to any court for its winding up or an application is made for an administration order, or any winding-up or administration order is made against it;

15.2.9. is subject to any procedure for the taking control of its goods that is not withdrawn or discharged within 7 days of that procedure being commenced;

15.2.10. has a freezing order made against it;

15.2.11. is subject to any recovery or attempted recovery of items supplied to it by a supplier retaining title to those items;

15.2.12. is subject to any events or circumstances analogous to those in clauses 15.2.1 to 15.2.12 in any jurisdiction.

15.3. If the Customer becomes aware that any event has occurred, or circumstances exist, which may entitle Yarn Collective to terminate the Contract under this clause 15, it shall immediately notify Yarn Collective in writing.

15.4. Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Yarn Collective at any time up to the date of termination.

16. Notices

16.1. Any notice given by a party under these Conditions shall:

16.1.1. be in writing and in English;

16.1.2. be sent to the relevant party at the address set out in the Contract.

16.2. Notices may be given, and are deemed received:

16.2.1. by hand: on receipt of a signature at the time of delivery;

16.2.2. by first class post: at 9.00 am on the Third Business Day after posting;

16.2.3. by email on receipt of a delivery email from the correct address.

16.3. Any change to the contact details of a party as set out in the Contract shall be notified to the other party in accordance with clause 16.1 and shall be effective:

16.3.1. on the date specified in the notice as being the date of such change; or

16.3.2. if no date is so specified, ten Business Days after the notice is deemed to be received.

16.4. This clause 16 does not apply to notices given in legal proceedings or arbitration.

17. Time

Unless stated otherwise, time is of the essence of any date or period specified in the Contract in relation to the Customer’s obligations only.

18. Entire agreement – for Business Customers only

18.1. The parties agree that the Contract and any documents entered into pursuant to it constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.

18.2. Each party acknowledges that it has not entered into the Contract or any documents entered into pursuant to it in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Contract or any documents entered into pursuant to it. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in the Contract.

18.3. Nothing in these Conditions purports to limit or exclude any liability for fraud.

19. Variation - for Business Customers only

No variation of the Contract shall be valid or effective unless it is in writing, refers to the Contract and these Conditions and is duly signed or executed by, or on behalf of, each party.

20. Assignment

20.1. Yarn Collective may assign, subcontract or encumber any right or obligation under the Contract, in whole or in part.

20.2. The Customer may not assign, subcontract or encumber any right or obligation under the Contract, in whole or in part, without Yarn Collective’s prior written consent.

21. Set-off – for Business Customer only

21.1 Yarn Collective shall be entitled to set-off under the Contract any liability which it has or any sums which it owes to the Customer under the Contract or under any other contract which Yarn Collective has with the Customer.

21.2. The Customer shall pay all sums that it owes to Yarn Collective under the Contract without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law.

22. No partnership or agency - for Business Customer only

The parties are independent persons and are not partners, principal and agent or employer and employee and the Contract does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. None of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.

23. Equitable relief

The Customer recognises that any breach or threatened breach of the Contract may cause Yarn Collective irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Yarn Collective, the Customer acknowledges and agrees that Yarn Collective is entitled to the remedies of specific performance, injunction and other equitable relief without proof of special damages.

24. Severance

24.1. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Contract shall not be affected.

24.2. If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with the minimum such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

25. Waiver

25.1. No failure, delay or omission by Yarn Collective in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

25.2. No single or partial exercise of any right, power or remedy provided by law or under the Contract by Yarn Collective shall prevent any future exercise of it or the exercise of any other right, power or remedy by Yarn Collective.

26. Conflicts within contract

Unless otherwise stated, if there is a conflict between the terms contained in the Conditions and the terms of the Order, schedules, appendices or annexes to the Contract, the terms of the Conditions shall prevail to the extent of the conflict.

27. Costs and expenses - for Business Customer only

The Customer shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract (and any documents referred to in it).

28. Third party rights

28.1. Except as expressly provided for in clause 28.2, a person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

A28.2. ny Affiliate of Yarn Collective shall be entitled under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract. The consent of any such Affiliate is not required in order to rescind or vary the Contract or any provision of it.

29. Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.