INSIDE OUT CONTRACTS LTD -
TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS

Inside Out Contracts Ltd.’s terms and conditions set out at https://insideoutcontracts.com/terms-conditions (“Conditions”) are incorporated by reference into any Quotation. The Client must read the Conditions in full as, by accepting the Quotation, the Client is confirming its agreement to be bound by the Conditions.

1. FORMATION OF THE CONTRACT AND ORDERS

1.1. IO shall send the Client a Quotation setting out the details of the Goods, and the Specification based on the Client Brief.

1.2. IO shall be free to accept or decline at its absolute discretion any Client Brief. The Client is responsible for ensuring that the terms of the Client Brief and any applicable Specifications are complete and accurate.

1.3. The Contract between IO and the Client, incorporating these Conditions, shall come into force when IO, having received confirmation of the Client’s acceptance of the Quotation in writing, issues a Pro-Forma Invoice or it is otherwise confirmed in writing by an authorised representative of IO, at which point the Contract shall come into existence.

1.4. IO may change or cancel a Quotation (including as to Price, Specification, and/or Delivery Date) at any time before the Pro-Forma Invoice is issued under Condition 1.3. A Quotation shall only be valid for 14 days from its date of issue.

1.5. IO shall assign an order number to each Pro-Forma Invoice it issues and notify such order number to the Client. Each party shall use the relevant order number in all subsequent correspondence relating to the Pro-Forma Invoice.

1.6. In the event of inconsistency between these Conditions and the Pro-Forma Invoice shall prevail. No variation to the Contract shall be binding unless agreed in writing between the authorised representatives of the Client and IO.

1.7. These Conditions apply to the Contract to the exclusion of all other terms and conditions and shall to the extent contradictory supersede any other documentation or communication between the Client and IO.

1.8. Any samples, drawings, descriptive matter, or advertising produced by IO and any descriptions or illustrations contained in IO’s catalogues or brochures (in each case whether based on augmented reality or otherwise) are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force.

2. PAYMENT TERMS

2.1 The Price of the Goods shall be as stated in the Pro-Forma Invoice and, unless otherwise so stated, shall be: -

2.1.1. exclusive of any applicable value-added tax (which shall be payable by the Client subject to receipt of a VAT invoice provided after payment); and

2.1.2. inclusive of all charges for packaging, packing, shipping, carriage, insurance, and delivery of the Goods to the Delivery Location and any duties, imposts, or levies other than value-added tax.

2.2. IO may, by giving notice to the Client before any delivery date, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to:

2.2.1. any factor beyond IO’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials, and other manufacturing costs);

2.2.2. any request by the Client to change the Delivery Date(s), quantities or types of Goods ordered, or the Specification; or

2.2.3. any delay caused by any instructions of the Client or failure of the Client to give IO adequate or accurate information or instructions.

2.3. IO shall not be obliged to commence production of the Goods until either at least 50% or, in the case of Bespoke Orders, 70% of the Price has been received in cleared funds in IO’s bank account. Where the Price is £2,000 or less then the Price must be paid in full before production.

2.4. The Client shall pay the Price on or before the Due Date(s) set out in the Pro-Forma Invoice in cleared funds to IO’s bank account. IO is not obliged to deliver the Goods until the Client has paid the Price in full.

2.5. A VAT Invoice will be issued to the Client upon receipt of payment in full of the Pro-Forma Invoice.

2.6. Where any outstanding payment is not received by the Due Date, IO reserves the right:

2.6.1. to reschedule the Delivery Date

2.6.2. to charge storage costs which will vary from order to order for a limited period entirely at IO’s discretion;

2.6.3. to charge interest on the balance outstanding per the Late Payment of Commercial Debts (Interest) Act 1998.

2.7. If 6 months after the Due Date:

2.7.1. the Client has not paid the Price in full;

2.7.2. IO has been unable to deliver the Goods; or

2.7.3. the Client has not accepted delivery,

IO may resell or otherwise dispose of part or all of the Goods at the Client’s cost and, after deducting reasonable storage, selling costs, and interest, account to the Client for any excess over the price of the Goods or charge the Client for any shortfall below the price of the Goods.

2.8. Not having the balance cleared 5 days before delivery may result in cancellation of the delivery or collection and extra costs being charged, covering additional storage and delivery costs. If payment is received late or the date of fulfilment is changed by a Client, it may take up to ten working days for us to reschedule. If a delivery is delayed by a Client-related issue, storage will be charged at a reasonable weekly rate of IO’s discretion based on the value of the products. All products remain the property of IO until paid for in full.

3. WARRANTY

3.1. IO warrants to the Client that the Goods: -

3.1.1. will, both at the time of delivery and for 12 months thereafter, be of the best available design, quality, material, and workmanship and conform in all material respects with the Pro-Forma Invoice and Specification supplied or advised by the Client to IO in the Client Brief;

3.1.2. will be free from manufacturing defects in material and workmanship; and

3.1.3 will comply with all statutory requirements and regulations relating to the sale of the Goods.

3.2. IO cannot guarantee the colour and finish of any Goods based on images published on the IO’s website. Samples are available on request to IO. The Client is responsible for confirming that the proportions and the dimensions of the Goods are fit for purpose.

3.3. Further to Condition 3.1, if the Goods are found to have a manufacturing defect in design, material and/or workmanship, the Client’s sole remedy is for IO (in its sole discretion)to repair or replace the defective Goods.

4. BESPOKE GOODS AND CLIENT’S OWN MATERIALS / LEATHER – COM AND COL

4.1. IO will not test or guarantee the quality of Bespoke Goods unless there is a prior written agreement. If testing or certification is necessary, the Client shall notify IO before accepting the Quotation. This may result in additional costs and an extended lead time. The Client acknowledges that initial samples, drawings, descriptions, etc., may not accurately represent the final product.

4.2. Prior to production, IO shall send the Client any technical drawings and the Client shall sign off on those technical drawings within 2 business days. Failure by the Client to sign off on the technical drawings may result in the Delivery Date being delayed.

4.3. IO may require payment in full of the Price for Bespoke Goods before production commences.

4.4. IO reserves the right to reproduce Bespoke Goods unless specifically informed otherwise. To the extent that the Bespoke Goods are to be manufactured in accordance with a Specification supplied by the Client, the Client shall indemnify IO against all liabilities, costs, expenses, damages, and losses (including any direct, indirect, or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by IO in connection with any claim made against IO for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with IO’s use of the Specification. This condition shall survive termination of the Contract. The Client does not have sole ownership of any design (IP rights).

4.5. IO shall not be liable for any design (including colour), proportions or dimensions of Bespoke Goods. It is the Client’s responsibility to check that the design (including colour), proportions or dimensions of Bespoke Goods are correct and are suitable for their purpose. Bespoke Goods shall be manufactured within a 5% tolerance and IO shall only be liable for Bespoke Goods manufactured outside of this tolerance.

4.6. The finishes are as stated in the Pro-Forma Invoice. The Client must confirm in writing that the finishes are correct or specify any changes required in a timely manner as failure to confirm may result in the Delivery Date being delayed.

4.7. The Client acknowledges that (i) once a Bespoke Goods have gone into production, IO is not obliged to make any changes; and (ii) once a Pro-Forma Invoice is issued orders for Bespoke Goods cannot be cancelled.

4.8. If the Client wants to use their own upholstery material for the Goods, they must inform IO before receiving a Quotation. Fabrics, faux leather, and similar materials are collectively referred to as 'COM,' while leather (including suede) is referred to as 'COL.' The Client is responsible for sending the materials in the correct quantities directly to IO or to an agreed-upon address. IO measures COM materials in linear meters (with a roll width of 140cm) and COL materials in square meters. Please note that if the COM or COL materials have patterns or are not plain, larger quantities may be required, and the Client should be aware of this.

4.9. The Client must ensure that any COM or COL materials they provide to IO are appropriate for the intended environment where the Goods will be placed, including compliance with relevant regulations, such as fire safety standards. It's important to note that certain COM and COL materials may require testing to determine their suitability for the Goods, which may result in a later Delivery Date. To assess suitability, the Client must send IO a sample of the COM or COL materials, clearly labelled with the order number, project name, material name, colour, and quantity. The countdown for lead times starts when the correct COM or COL materials arrive at the agreed address. IO cannot be held responsible for Delivery Date delays caused by late arrivals, defective materials, or materials unsuitable for their intended use.

5. OWNERSHIP OF GOODS

5.1. IO shall retain title in the Goods until payment of the Price is made in full in cleared funds.

5.2. Until the Client officially owns the Goods, it has certain responsibilities, including:

5.2.1. it must not allow anyone to place any charges, liens, or other claims on IO's property. The Goods are considered IO's property until the title is transferred;

5.2.2. it is responsible for taking good care of the Goods and ensuring they do not get damaged or deteriorate in any way. This includes handling and storing them properly;

5.2.3. it must keep the Goods separate from all other items they have and clearly mark them as IO's property. This ensures that there is no confusion about ownership;

5.2.4. it is required to obtain insurance coverage for the Goods, covering all possible risks. They must maintain these insurance policies and provide evidence of coverage to IO upon request. This ensures that the Goods are adequately protected; and

5.2.5. it is obligated to provide IO with any information related to the Goods that IO may need from time to time. This helps IO keep track of the Goods and their status.

5.3. IO has the right to repossess and resell any Goods to which it has retained ownership.

5.4. The Client gives IO and its representatives an irrevocable right to enter the Client's premises or agrees to procure such rights if the Goods are stored at premises other than the Client’s premises, during normal business hours to inspect and reclaim Goods IO still owns. This right continues even after the Contract ends.

5.5. If the Client resells the Goods before fully paying IO, they must keep the money from those sales separate, not mix it with other funds, or put it in an overdrawn bank account. In relation to any resale, the Client does not sell as IO’s agent and IO accepts no liability in this respect.

5.6. Notwithstanding the provisions of this condition 5, IO may bring an action against the Client for the price of any Goods in the event of non-payment by the Client by the Due Date even though title in the Goods has not passed to the Client.

5.7. The risk associated with the Goods, including any potential damage or loss, will be transferred from IO to the Client at the moment of delivery. Once the Goods are delivered, the Client becomes responsible for any risks associated with them.

6. INSTALLATIONS

6.1. When IO performs work or provides labour at the Client's premises (which may involve subcontracting), the Client agrees to indemnify IO against all liabilities, including but not limited to claims from employees or third parties, arising directly or indirectly due to defects in the work, unsuitability of the site, or any materials (excluding IO's employees) involved, regardless of the cause.

6.2. The Client is responsible for ensuring compliance with all statutory requirements and third-party rights concerning the siting, installation, erection, and use of services provided by IO at the Client's request. The Client shall indemnify IO against any claims or liabilities arising from non-compliance with such requirements or violations of third-party rights.

7. DELIVERY AND RETURNS

7.1. All Goods will be delivered by IO (or its subcontractors) unless specifically agreed in writing that the Client shall collect from a location designated by IO. IO shall insure the Goods in transit for all risks on a standard cargo policy for all vessels including aircraft and other conveyances. Any Delivery Dates quoted are approximate only, and the time of delivery is not of the essence.

7.2. The Client is obliged to pay the Price for the Goods provided in the Pro-Forma Invoice before delivery is arranged by IO. Delivery of the Goods shall take place at the Delivery Location on the agreed delivery date, as stated on the Pro-Forma Invoice.

7.3 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are made available for delivery. If IO is not able to deliver the Goods on the agreed delivery date as a result of the Client’s actions or inactions, IO reserves the right to charge the Client a further delivery charge. IO shall not be liable for any loss or damage whatsoever due to failing to deliver the Goods (or any of them) promptly or at all.

7.4 With regard to any kerbside delivery, the Client is solely responsible for unloading the Goods at the point of delivery.

7.5. If the Client refuses or fails to take delivery of Goods tendered or fails to take any action necessary on its part for delivery of the Goods, IO shall be entitled to terminate the Contract with immediate effect, dispose of the Goods as they may determine, and/or recover from the Client any loss and additional costs incurred as a result of such refusal or failure (including, without limitation, storage costs from the Due Date of delivery).

7.6. The Client shall be deemed to have accepted the Goods 2 days after delivery. After acceptance, the Client shall not be entitled to reject any Goods which are not per the contract.

7.7. IO shall repair or replace at its cost Goods damaged or lost in transit on condition that the Client has:

7.7.1. not signed for and accepted the Goods as having been received in good order; and

7.7.2 .upon delivery immediately notified IO of the exact basis on which the Client has rejected the Goods as not having been received in good order.

7.8. Any defect or damage (other than latent defects) which is not reasonably apparent on receipt shall be notified by the Client to IO within two business days of receipt. Damaged Goods must be returned to IO before replacement will be considered. An agreement and a Goods’ return sheet must be obtained from IO before any Goods are returned.

8. ACCEPTANCE AND DEFECTIVE GOODS

8.1. IO has absolute discretion to decide whether Goods are defective or not.

8.2. The Client may reject any Goods delivered to it that do not comply with condition 3 provided that notice of rejection is given to IO:

8.2.1. in the case of a defect that is apparent on normal visual inspection, within two business days of the Delivery Date; and

8.2.2. in the case of a latent defect, within 2 days of the latent defect having become apparent.

Failure to give notice of rejection or refuse delivery will be deemed to be acceptance of the Goods and IO shall have no liability for any defect or failure which was reasonably apparent upon inspection. The Client shall remain bound by the terms of this Contract.

8.3. IO shall not be liable for a breach of any of the warranties in condition 3 unless:

8.3.1. The Client gives written notice of the defect to IO. If the defect is as a result of damage in transit to the Client, the notice must be within two days of the time when the Client discovers the defect; and

8.3.2. IO is given a reasonable opportunity after receiving the notice of examining such Goods and the Client (if asked to do so by IO) returns such Goods to IO’s place of business at IO’s cost for the examination to take place there.

8.4. IO shall not be liable for a breach of any of the warranties in condition 3 if:

8.4.1. the Client makes any further use of such Goods after giving such notice; or

8.4.2. the defect arises because the Client failed to follow the Care and Maintenance Guide as to the storage, installation, use or maintenance of the Goods; or

8.4.3. the Client alters the Goods, or the defect arises as a result of fair wear and tear, wilful damage, negligence or abnormal storage or working conditions; or

8.4.4.the Goods are Bespoke Goods; or

8.4.5.defects are notified to IO more than 2 days from the Delivery Date.

8.5. Subject to condition 8.3 and condition 8.4, if any of the Goods do not conform with any of the warranties in condition 3 IO shall, at its option, repair or replace such Goods (or the defective part) or (other than in the case of Bespoke Orders) refund the Price of such Goods at the pro rata Contract rate provided that, if IO so requests, the Client shall, at IO’s expense, return the Goods or the part of such Goods which is defective to IO.

8.6. The terms of the Contract shall apply to any repaired or replacement Goods supplied by IO.

8.7. Minor variations to the quality, colour, design, dimensions, finishing and workmanship of the Goods which are customary in the trade will not be sufficient grounds on which the Client may either refuse to accept or reject the Goods.

9. INSURANCE

9.1. The Company represents and warrants that it maintains all necessary insurance policies appropriate and adequate for its business operations, including but not limited to marine insurance and public liability insurance. Upon request by the Client, the Company agrees to provide copies of the current insurance certificates evidencing such coverage.

9.2. It is understood that the Client is responsible for obtaining any additional insurance coverage for the Goods as it deems necessary. This additional insurance is to cover any risks not encompassed by the Company's policies and is at the Client’s discretion and expense. The Company shall not be responsible for procuring or advising on such additional insurance.

9.3. IO shall ensure that any sub-contractors also maintain adequate insurance having regard to their obligations under the Contract.

10. LIMITATION OF LIABILITY

10.1. References to liability in this condition include every kind of liability arising under or in connection with the Contract including liability in contract, as well as liability arising from actions like negligence, misrepresentation, and restitution.

10.2. Nothing in these Conditions shall limit or exclude the liability of either party for:

10.2.1 death or personal injury resulting from negligence; or

10.2.2. fraud or fraudulent misrepresentation; or

10.2.3. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or

10.2.4. defective products under the Consumer Protection Act 1987.

10.3. Subject to condition 10.2, IO's total liability to the Client shall not exceed the Price set out in the Pro-Forma Invoice or as otherwise agreed in writing by the parties.

10.4. Subject to condition 10.2, the following types of loss are wholly excluded: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; and (g)indirect or consequential loss.

10.5. This Condition 10 survives termination of the Contract.

11. TERMINATION

11.1. A party shall be entitled to terminate the Contract with immediate effect by giving written notice to the other party if:

11.1.1. the other party fails to pay any amount due under this Contract on the Due Date for payment and remains in default; or

11.1.2. the other party commits a significant breach of its obligations under the Contract and, if the breach can be fixed, doesn't remedy it within 30 days of receiving written notice.

11.1.3. the other party repeatedly commits minor breaches that, when considered together, constitute a significant breach.

11.1.4. either party takes legal steps related to insolvency, restructuring, or winding up, except in the case of a solvent restructuring.

11.1.5. either party suspends, threatens to suspend, or ceases a substantial part of its business operations.

11.1.6. either party's financial situation deteriorates to the point where it may not be able to fulfil the Contract terms.

11.2. On termination of the Contract for any reason the Client shall immediately pay to IO all of IO’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, IO shall submit an invoice, which shall be payable by the Client immediately on receipt.

11.3. Termination of the Contract shall not prejudice any of the parties' rights and remedies which have accrued as of termination.

12. CANCELLATIONS

12.1. If any order is cancelled before delivery, IO shall be entitled to claim as damages an amount up to 80% of the value of the Pro-Forma Invoice and shall have the right to realise, at its discretion all monies, securities, valuables and Goods held by it on behalf of the Client and to apply the proceeds in or towards the satisfaction of such damages.

13. NOTICES

13.1. Notices under this Contract must be in writing and sent to the party’s registered office (if a company) or principal place of business (otherwise), either by hand, pre-paid first-class post, next working day delivery service, or by email to the principal email address as specified in the invoice.

13.2. A notice is deemed received: when delivered by hand; at 9.00 am on the second business day after posting; or at the time of email transmission (or when business hours resume if outside business hours).

13.3. This clause does not cover legal proceedings or dispute resolution documents.

14. FORCE MAJEURE

A party shall not be in breach of the Contract, nor liable for any failure or delay in performance of any obligations under the Contract if such delay or failure results from a Force Majeure Event. The time for the performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for six months, the party not affected may terminate the Contract by giving five days' written notice to the affected party.

15. MISCELLANEOUS

15.1. Any waiver of a right under the Contract must be in writing, specific to the party and circumstances, and any failure to use or delay the use of a right or remedy does not waive it or prevent future enforcement.

15.2. If any provisions of these Conditions are held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provisions in question shall not be affected thereby.

15.3. A person who is not a party to the Contract shall have no rights under this Contract pursuant to the Contracts (Rights of Third Parties) Act 1999.

15.4. The Contract shall be governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the English and Welsh courts.

DEFINITIONS:

Bespoke Order: Goods designed specifically for a particular project and/or to a Specification provided to IO by the Client.

Care and Maintenance Guide: the care and maintenance guide for the Goods as made available to the Client by IO.

Client: the person or firm who purchases the Goods from IO as set out in the Pro-Forma Invoice.

Client Brief: the complete description, including but not limited to, the Goods, Specification and Delivery Date and Delivery Location that the Client requires,

Conditions: the terms and conditions set out in this document as amended from time to time.

Contract: the contract between IO and the Client for the sale and purchase of the Goods comprising of these Conditions and the Pro-Forma Invoice.

Delivery Date: the date(s) set out in the Pro-Forma Invoice, or otherwise agreed, for the delivery of the Goods.

Due Date: the date set out in the Pro-Forma Invoice for payment of the Price.

Delivery Location: means the location at which the Client has stated it wishes the Goods to be delivered as set out in the Pro-Forma Invoice.

Force Majeure Event: an event, circumstance, or cause beyond a party's reasonable control.

Goods: the goods (or any part of them) set out in the Pro-Forma Invoice and includes Bespoke Goods.

IO or Inside Out: Inside Out Contracts Ltd (registered in England and Wales with company number 02841010).

Price: the price for the Goods as set out in the Pro-Forma Invoice or as otherwise agreed in writing by the Client and IO.

Pro-Forma Invoice: A Pro-Forma invoice is a preliminary bill or estimated invoice which is used to request payment from the client for goods or services before they are supplied. A Pro-Forma invoice includes a description of the goods, the total payable amount and other details about the transaction.

Quotation: the quotation for the supply of the Goods sent by IO to the Client.

Specification: any specification for the Goods, including any related plans and drawings, that is set out in the Pro-Forma Invoice or as otherwise agreed in writing by the Client and IO.