Terms & Conditions

OFFPOD STANDARD TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

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1. DEFINITIONS AND INTERPRETATION In these Conditions:

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1.1 the following words and expressions have the following meanings unless the context otherwise requires:

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“Applicable Law” any law according to the laws of England and Wales and which relates to the Contract and/or the Goods and/or the Services and which is in force from time to time.

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“Business Day” a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales.

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“Business Hours” 9:00 am to 5:00 pm on a Business Day.

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“Charges” the charges for the Services set out in the Order.

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“Conditions” these standard terms and conditions of supply, as varied from time to time in accordance with Condition 14.4.

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“Confidential Information” the meaning given to it in Condition 10.1.

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“Contract” the contract between the Supplier and the Customer for the supply of the Goods and Services formed in accordance with Condition 2.

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“Customer” the customer identified in the Order who is the purchaser of the Goods and Services that are the subject of these Conditions.

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“Delivery” the time at which delivery of the Goods occurs in accordance with Condition 4.

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“Deposit” 30% of the Price

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“Discloser” the meaning given to it in Condition 10.1

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“Force Majeure Event” (a) act of God; (b) war, insurrection, riot, civil commotion, act or threat of terrorism; (c) lightning, earthquake, fire, flood, storm, or extreme weather condition; (d) theft, malicious damage; (e) strike, lockout, industrial dispute (whether affecting the workforce of a party and/or any other person); (f) a breakdown or failure of plant or machinery; (g) inability to obtain essential supplies or materials; OffPOD V1.0 2 (h) change in Applicable Law; (i) a pandemic; (j) any failure or default of a supplier or subcontractor of the Supplier; or any event or circumstance to the extent it is beyond the reasonable control of the Supplier.

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“Goods” the goods set out in the Order.

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“Insolvent” a party is Insolvent where it: (a) gives notice under section 84 Insolvency Act 1986 of, or proposes or passes a resolution for, its winding up or in the case of a limited liability partnership proposes or determines that it will be wound up; (b) has a winding up petition presented against it; (c) has a winding-up order made or a notice of striking off filed in respect of it; (d) (i) has an administration order or an application for an administration order made in respect of it; or (ii) has a notice of appointment of an administrator or a notice of intention to appoint an administrator filed in respect of it at any court; (e) proposes, makes or is subject to: (i) a company voluntary arrangement; (ii) a composition with its creditors generally; (iii) an application to a court of competent jurisdiction for protection from its creditors generally; or (iv) a scheme of arrangement under Part 26 Companies Act 2006; (f) has a receiver or a provisional liquidator appointed over any of its assets, undertaking or income; (g) ceases to trade or appears, in the reasonable opinion of the other party, to be likely to cease to trade; (h) is unable to pay its debts as they fall due; or OffPOD V1.0 3 (i) is the subject of anything analogous to the foregoing under the laws of any applicable jurisdiction.

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“Liability” liability arising out of or in connection with the Contract, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under the Contract and/or any defect in any of the Goods or Services, in each case howsoever caused including if caused by negligence

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“Order” the Customer’s order for the purchase of goods and services from the Supplier, set out in the Supplier’s order form.

“Price” the price for the Goods and Services set out in the Order.

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“Recipient” the meaning given to it in Condition 10.1.

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“Services” the services set out in the Supplier’s Order.

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“Services Completion Date” the date on which the Supplier completes the Services.

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“Specification” the written technical specification for the Goods set out in the Order.

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“Supplier” Office Out Ltd (company registration number: 12771034) trading as OffPOD Luxury Garden Rooms.

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“Warranty Period” 12 Months from Delivery.

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1.2 references to Conditions are to conditions of these Conditions;

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1.3 all headings are for ease of reference only and will not affect the construction or interpretation of these Conditions;

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1.4 unless the context otherwise requires:

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1.4.1 references to the singular include the plural and vice versa and references to any gender include every gender;

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1.4.2 references to a “person” include any individual, body corporate, association, partnership, firm, trust, organisation, joint venture, government, local or municipal authority, governmental or supra-governmental agency or department, state or agency of state or any other entity (in each case whether or not having separate legal personality);

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1.5 references to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re-enacted and/or replaced and in force from time to time;

1.6 any reference in these Conditions to trademarks, designs or design rights includes an EU trademark, registered Community design or unregistered Community design and any United Kingdom equivalent right granted in anticipation of or on or after the United Kingdom’s withdrawal from the European Union; OffPOD V1.0 4.

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1.7 any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them;

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1.8 references to “in writing” or “written” include e-mail but not other methods of electronic messaging; and

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1.9 any reference to a time of day is to London time and a day is to a period of 24 hours running from midnight to midnight.

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2. CONTRACT FORMATION

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2.1 The Order constitutes an offer by the Supplier to purchase Goods and Services from the Supplier on these Conditions. A contract for the supply of Goods and Services by the Supplier to the Customer on these Conditions will be formed when the Customer pays the Deposit. For the avoidance of doubt, the Supplier is under no obligation to accept the Order.

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2.2 These Conditions are the only terms and conditions on which the Customer will purchase goods and services from the Supplier and will apply to the exclusion of all other terms and conditions including any terms and conditions which the Customer purports to apply under any quotation, acknowledgement, acceptance or confirmation of the order, delivery note, invoice or similar document (whether or not such document is referred to in the Contract) and any terms and conditions which may otherwise be implied by trade, custom, practice or course of dealing.

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2.3 The Customer may not cancel the Contract following payment of the Deposit. The Supplier may cancel the Contract in whole or in part immediately by giving written notice to that effect to the Customer at any time before delivery of the Goods in accordance with Condition 4. If the Supplier exercises its right of cancellation under this Condition 2.3 the Customer’s sole remedy will be a refund of monies paid to the Supplier under the Contract.

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2.4 The Supplier may deliver the Goods by separate instalments.

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2.5 The parties will each comply with all Applicable Laws in performing its obligations under the Contract.

3. THE GOODS

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3.1 The quantity and description of the Goods will be as set out in the Supplier’s Order except that the Supplier will be entitled at any time to substitute any materials or parts which are used in Goods and which are unavailable for any reason with alternative materials or parts if this does not materially affect their quality or performance or this is necessary to comply with Applicable Law, health and safety or other legal requirements.

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4. DELIVERY

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4.1 The Supplier will deliver the Goods to the address specified in the Order. The Supplier will be responsible for off-loading the Goods from the delivery vehicle. The Supplier will inform the Customer in advance of the date on which the Goods will be delivered. Delivery of the Goods will be deemed to occur when they have been off-loaded at the delivery address.

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4.2 The Supplier will use reasonable endeavours to deliver Goods on the estimated delivery date, but time for delivery of the Goods will not be of the essence of the Contract. Any delivery dates given by the Supplier are estimates only.

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4.3 If Delivery occurs but the Customer fails to accept delivery of the Goods the Supplier will be entitled to: OffPOD V1.0 5.

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4.3.1 store or arrange for storage of the Goods until the Customer accepts delivery of them or they are disposed of under Condition.

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4.3.2 (as applicable); 4.3.2 following written notice to the Customer, treat the Contract as repudiated by the Customer and dispose of the Goods in any way it sees fit, including by sale to another person. If the Supplier sells any of the Goods under this Condition.

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4.3.2 at a price which is less than the relevant Price, the Supplier will be entitled to charge the Customer for the shortfall; and

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4.3.3 charge the Customer for all costs and expenses which the Supplier incurs under Conditions 4.3.1 and 4.3.2.

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4.4 Risk of damage to or loss of the Goods will pass to the Customer on Delivery. Legal and beneficial ownership of the Goods will not pass to the Customer until the Supplier has received in full in cleared funds all sums due to it in respect of the Goods and all other sums which are or which become due to the Supplier from the Customer on any account whatsoever.

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4.5 The Supplier’s rights in this Condition 4 will survive expiry or termination of the Contract however arising.

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5. DEFECTIVE GOODS

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5.1 The Supplier warrants to the Customer that during the Warranty Period the Goods will be free from material defects in design, materials or workmanship and conform to the Specification in all material respects. Notwithstanding the

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5.2 If, at any time during the Warranty Period, the Customer becomes aware of a breach of the warranty at Condition 5.1, the Customer will:

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5.2.1 give written notice of the breach to the Supplier, such notice to be given 7 days after the Customer becomes aware of the breach and prior to expiry of the Warranty Period;

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5.2.2 permit the Supplier or its agent or sub-contractor to inspect it at the Customer’s premises; and

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5.2.3 provide to the Supplier all information and assistance which the Supplier may require to investigate the alleged breach.

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5.3 The Supplier’s only Liability for breach of the warranty at Condition

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5.1 will be, at the Supplier’s option, to repair or replace the relevant Good or to reduce the Price of the relevant Good by a sum which is equitable in the circumstances.

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5.4 The Supplier will not have any Liability for a breach of the warranty at Condition 5.1 if:

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5.4.1 the Customer does not comply with its obligations at Condition 5.2 in respect of the breach;

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5.4.2 the relevant defect was caused by damage after Delivery;

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5.4.3 the relevant defect was caused by fair wear and tear;

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5.4.4 the relevant defect was caused or exacerbated by improper use, handling, alteration, installation, repair, maintenance, storage or failure to comply with instructions provided by the Supplier or the manufacturer; or

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5.4.5 the Customer makes further use of the relevant Good after discovering the relevant breach.

The warranty under Condition 5.1 will apply to any Goods which are repaired or replaced under Condition.

5.3 for the remainder of the original Warranty Period. OffPOD V1.0 6 5.5 Subject to Condition 5.1 and 6.1, all warranties, conditions and other terms implied by law (whether by statute, common law or otherwise) are excluded from the Contract.

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6. SERVICES

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6.1 The Supplier warrants to the Customer that it will provide the Services with reasonable care and skill.

6.2 The Supplier will use reasonable endeavours to provide the Services on the estimated performance date set out in the Order, but time for the provision of the Services will not be of the essence of the Contract. Any performance dates given by the Supplier are estimates only.

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6.3 The Customer will inspect the Services on the Services Completion Date and will, within 7 Days of the Services Completion Date, give written notice to the Supplier of any breach of the warranty in Condition 6.1.

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6.4 Conditions 5.2 to 5.5 will apply to any breach of warranty notified to the Supplier under Condition 6.1.

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7. PRICE AND PAYMENT

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7.1 The Customer will pay the Price to the Supplier in accordance with Condition 7.2.

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7.2 The only monies to be paid by the Customer in connection with the supply of the Goods and the performance of the Services is the Price which will be inclusive of all costs and expenses incurred by the Supplier including all packaging, insurance, carriage and delivery costs. The Supplier shall invoice the Customer for the Price as follows:

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7.2.1 the Deposit shall be invoiced ahead of the formation of this Contract;

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7.2.2 50% of the outstanding amount of the Price shall be invoiced 14 days before Delivery or such other time as agreed between the parties in writing; and

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7.2.3 the remaining amount of the Price shall be invoiced on the Services Completion Date.

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7.3 Any sum payable under the Contract is exclusive of value-added tax which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time, subject to receipt by the paying party of a valid value-added tax invoice.

7.4 Each invoice will be a valid value-added tax invoice. The Supplier will submit invoices (in electronic format) to the Customer’s e-mail address as may be notified by the Customer to the Supplier from time to time.

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7.5 Each invoice will be payable by the Customer within 7 days following the date on which the invoice is received by the Customer/deemed to be received by the Customer, being the day after the date of posting/deemed to be served on the Customer in accordance with Condition 13.

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7.6 If the Customer, on bona fide grounds, disputes any part of an amount invoiced by the Supplier, the Customer will, within 3 days of the date of receipt of the relevant invoice, notify the Supplier in writing of such dispute giving full details of the nature of the dispute and the amount that it claims should have been invoiced.

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7.7 If any sum payable under the Contract is not paid on or before the due date for payment the Supplier will be entitled to charge the Customer interest on that sum at 5% per annum above the base lending rate from time to time of Bank of England from the due date until the date of payment (whether before or after judgment), such interest to accrue on a daily basis.

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7.8 Following expiry or termination of the Contract: OffPOD V1.0 7

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7.8.1 the Supplier will be entitled to invoice all Prices and any costs incurred which have not yet been invoiced; and

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7.8.2 all invoices (including any invoices issued under Condition 7.8.1) will become immediately due and payable by the Customer.

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8. TERMINATION

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8.1 If a party:

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8.1.1 commits a material breach of the Contract which cannot be remedied; or

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8.1.2 commits a material breach of the Contract which can be remedied but fails to remedy that breach within 30 days of a written notice setting out the breach and requiring it to be remedied being given by the other party, the other party may terminate the Contract immediately by giving written notice to that effect to the Supplier.

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8.2 A material breach can be remedied if the party can comply with the relevant obligation in all respects other than as to time of performance unless time of performance of such obligation is of the essence.

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8.3 The Supplier may terminate the Contract immediately by giving written notice to that effect to the Customer if the Customer fails to make any payment due to the Supplier under the Contract on or before the due date.

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8.4 The Supplier may terminate the Contract immediately by giving written notice to that effect to the Customer if the Customer becomes Insolvent. The Customer will notify the Supplier immediately upon becoming Insolvent.

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8.5 Following expiry or termination of the Contract:

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8.5.1 Conditions 1, 4.3, 4.4, 5, 6 7, 8, 9, 10, 13, 14 and 15 will continue in force, together with any other Conditions which expressly or impliedly continue to have effect after expiry or termination of the Contract; and

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8.5.2 all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages for breach) and liabilities which have accrued prior to the date of expiry or termination.

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8.6 On termination of the Contract the Recipient will cease to use the Discloser’s Confidential Information.

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8.7 The Recipient may retain any of the Discloser’s Confidential Information which it has to keep to comply with any Applicable Law. The other provisions of Condition 10 will continue to apply to retained Confidential Information and Records, which may only be used for such purposes.

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9. EXCLUSIONS AND LIMITATION OF LIABILITY

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9.1 Subject to Condition 9.3, the Supplier’s maximum aggregate Liability will be limited to the Price.

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9.2 The Supplier will have no Liability to the Customer for any:

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9.2.1 loss of profit, use, revenue, production, business, goodwill, reputation, opportunity, anticipated savings, margin or bargain (in each case whether direct, indirect or consequential);

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9.2.2 liability of the Customer to third parties (whether direct, indirect or consequential); or OffPOD V1.0 8

9.2.3 indirect or consequential loss, subject always to Condition 9.3.

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9.3 Nothing in the Contract will operate to exclude or restrict any Liability of a party:

9.3.1 that cannot be excluded or restricted in the Contract in respect of death or personal injury resulting from negligence by operation of Section 2(1) Unfair Contract Terms Act 1977;

9.3.2 for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; and

9.3.3 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.

9.4 Nothing in this Contract will prevent or restrict the right of a party to seek injunctive relief or specific performance or other discretionary remedies of the court.

10. CONFIDENTIALITY

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10.1 In these Conditions “Confidential Information” means:

10.1.1 any information (whether written, oral, in electronic form or in any other media) that is disclosed by or on behalf of a party (the “Discloser”) to the other party (the “Recipient”) or any of the Recipient’s representatives whether before, on or after the date of the Contract and that relates (in whole or in part) to the Discloser or its businesses;

10.1.2 the terms of or subject matter of the Contract or any discussions or documents in relation to it (including the Price), and in respect of such information each party will be deemed to be a Recipient; and

10.1.3 any trade secret (as that term is defined in regulation 2 of the Trade Secrets (Enforcement, etc) Regulations 2018) where the Discloser is the trade secret holder, but excluding information that is trivial or by its nature immaterial.

10.2 Subject to Condition 10.3, the Recipient will subject:

10.2.1 keep the Confidential Information secret and will only disclose it in the manner and to the extent expressly permitted by this Condition 9; and

10.2.2 use the Confidential Information solely for the purpose of performing its obligations and exercising its rights under the Contract; and

10.2.3 keep the Confidential Information safe and secure and apply to it documentary and electronic security measures that match or exceed those the Recipient operates in relation to its own confidential information and will never exercise less than reasonable care.

10.3 The Recipient may disclose Confidential Information:

10.3.1 to those of the Recipient’s representatives who need access to that Confidential Information in order for the Recipient’s obligations under the Contract to be performed and the Recipient’s rights under the Contract to be exercised. Prior to any such disclosure the Recipient must make that representative aware of the fact that the Confidential Information is confidential and secret and the obligations of confidentiality contained in this Condition 9. The Recipient will be liable for the acts and omissions of its Representatives in respect of the OffPOD V1.0 9 Discloser’s Confidential Information as if they were acts or omissions of the Recipient; and

10.3.2 to the extent required by law, by an order of a court of competent jurisdiction or by any securities exchange, listing authority, governmental or regulatory authority to which the Recipient is subject or to which it submits.

11. FORCE MAJEURE

11.1 The Supplier will not be in breach of the Contract or otherwise liable to the Customer for any failure to perform or delay in performing its obligations under the Contract to the extent that such failure or delay is due to a Force Majeure Event.

11.2 If a Force Majeure Event occurs the Supplier will as soon as reasonably practicable after becoming aware of the Force Majeure Event give written notice to the Customer that the Force Majeure Event has occurred.

11.3 If a Force Majeure Event which affects performance of the Supplier’s obligations under the Contract and which gives rise to relief from liability under Condition 11.1 continues for a period of more than 90 days or more, either party will be entitled to terminate the Contract immediately by giving written notice to that effect to the other party.

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12. ASSIGNMENT AND SUB-CONTRACTING

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12.1 The Supplier will be entitled to assign, transfer, charge, hold on trust for any person and deal in any other manner with any of its rights under the Contract. The Customer shall be permitted to do the same with the written consent of the Supplier.

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12.2 The Supplier will be entitled to sub-contract any of its obligations under the Contract. The Customer will be entitled to sub-contract any of its obligations under the Contract with the written consent of the Supplier.

13. NOTICE

13.1 Any notice given under or in connection with the Contract will be:

13.1.1 sent to the relevant party’s address by pre-paid first-class post or mail delivery service providing proof of delivery;

13.1.2 delivered to or left at the relevant party’s address (but not, in either case, by one of the methods set out in Condition 13.1.1); or

13.1.3 sent by e-mail to that party’s e-mail address.

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13.2 Any notice given in accordance with Condition 13.1 will be deemed to have been served:

13.2.1 if given by first class post or mail delivery service, in each case as set out in Condition 13.1.1, at 9.00 a.m. on the Business Day after the date of posting; 1

3.2.2 if given as set out in Condition 13.1.2, at the time the notice is delivered to or left at that party’s address; and

13.2.3 if given as set out in Condition 13.1.3, at the time of sending the email.

14. GENERAL

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14.1 The Contract constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter and:

14.1.1 neither party has entered into the Contract in reliance upon, and it will have no remedy in respect of, any misrepresentation, representation or statement (whether made by the other party or any other person and whether made to OffPOD V1.0 10 the first party or any other person) which is not expressly set out in the Contract;

14.1.2 nothing in this Condition 14.1 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.

14.2 A delay in exercising or failure to exercise a right or remedy under or in connection with the Contract will not constitute a waiver of, or prevent or restrict future exercise of, that or any other right or remedy, nor will the single or partial exercise of a right or remedy prevent or restrict the further exercise of that or any other right or remedy. A waiver of any right, remedy, breach or default will only be valid if it is in writing.

14.3 If any term of the Contract is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from the Contract and this will not affect the remainder of the Contract which will continue in full force and effect.

14.4 No variation to the Contract will be effective unless it is in writing and signed by a duly authorised representative on behalf of each of the parties.

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14.5 Nothing in the Contract and no action taken by the parties in connection with it or them will create a partnership or joint venture or relationship of employer and employee between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

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14.6 Each party agrees that it is an independent contractor and is entering into the Contract as principal and not as agent for or for the benefit of any other person.

14.7 The parties do not intend that any term of the Contract will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.

14.8 The Supplier’s rights and remedies set out in these Conditions are in addition to and not exclusive of any rights and remedies provided by law.

15. GOVERNING LAW AND JURISDICTION

15.1 The Contract and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.

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15.2 The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with the Contract (including in relation to any non-contractual obligations).

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15.3 Each party waives any objection to, and agrees to submit to, the jurisdiction of the courts of England and Wales. Each party agrees that a judgment or order of any such court is binding upon it and may be enforced against it in the courts of any other jurisdiction.