Innerscene Purchase Agreement Terms
and
Conditions / Limited Warranty

1. Introduction

Innerscene Ltd. and Innerscene Corp. (collectively referred to as "INNERSCENE") and Buyer agree to be bound by the terms and conditions in the agreement for all orders placed after April 24, 2025.

2. Definitions

The following terms when used in this Agreement shall have the meanings set forth below:

• INNERSCENE: Collectively refers to Innerscene Ltd. (UK entity) and Innerscene Corp. (US entity).
• Buyer: The person or entity purchasing products from INNERSCENE.
• Customer: Used interchangeably with "Buyer" to refer to the person or entity purchasing products from INNERSCENE.
• Consumer: A natural person who is acting for purposes which are wholly or mainly outside that person's trade, business, craft or profession. To qualify as a Consumer under applicable UK and EU laws, the Buyer must be an individual purchasing products for personal, domestic, or household use. This status must be indicated at the time of purchase. A Buyer shall not be considered a Consumer if: (i) they provide a business name, company registration number, or VAT/tax identification number with their order; (ii) the products are delivered to a business address; (iii) the products are of a type ordinarily used for business purposes; or (iv) the quantity ordered exceeds what would be reasonable for personal use. INNERSCENE reserves the right to request verification of Consumer status where UK or EU consumer rights are claimed.
• Business Buyer: A Buyer who is purchasing products for business use or resale.
• Consignee: The person or entity designated to receive a shipment.
• RMA: Return Materials Authorization, a required document for all product returns.
• DDP: Delivered Duty Paid, as defined in Incoterms 2020.

3. General Product Limited Warranty Coverage

When installed in accordance with INNERSCENE’s installation instructions and accepted trade practices, the following shall apply: All material and component parts used in the manufacture of INNERSCENE products, are warranted to be free from defects of material and/or workmanship for a period of 5 years from date of sale, with the following exceptions:

4. General Conditions

INNERSCENE will not be responsible for any products subjected to inappropriate application or installed or modified in any way that is not in accordance with INNERSCENE’s instructions and generally accepted trade practices. Only products which are installed, used and maintained in accordance with applicable INNERSCENE instructions, specifications and generally accepted trade practices, are covered by the INNERSCENE Warranty. During the warranty period, with proof of purchase, INNERSCENE will repair or replace with the same or similar product, at INNERSCENE's option, without charge. Labor costs are the owner's responsibility and are excluded from this warranty. This warranty is void if the product is modified, tampered with, misapplied, poorly installed, improperly maintained, or subjected to abnormal conditions.

For warranty claims, the customer is responsible for shipping costs to INNERSCENE. If INNERSCENE determines the issue is covered under warranty, the product will be repaired or replaced and returned to the customer at no additional cost. If the issue is determined not to be a product fault (such as physical damage sustained to the fixture), the customer will be presented with options for repair costs, and return shipping will be paid by the customer. In the UK/EU, in accordance with consumer protection laws, INNERSCENE will bear the cost of product returns covered by warranty when purchased for personal consumption and not for business use. In such cases, customers should request a Return Materials Authorization (RMA) and confirm warranty coverage before returning the product.

This warranty shall not apply to damage caused by shipping, improper installation, improper lamping, improper maintenance, product modifications, normal wear, abuse, or misuse of the product.

Note: Some items may not conform to local codes. INNERSCENE hereby disclaims all liability for claims, and will refuse requests for exchanges or returns, resulting from the purchase and installation of items which do not comply with local codes. INNERSCENE also hereby disclaims liability for failure, if any, of the goods to comply with local standards and regulations.

5. Limited Warranty

The foregoing warranty terms are exclusive and in lieu of all other warranties. INNERSCENE makes no representations or warranties except as expressly set forth in these Terms and Conditions, and INNERSCENE expressly disclaims all other representations and warranties, express or implied, including without limitation any warranties of merchantability or fitness for a purpose. No distributor or supplier of INNERSCENE has the authority to modify or amend this limited warranty.

6. No Reverse Engineering

Except to the extent permitted by applicable law, you may not directly or indirectly, and may not attempt to, reverse engineer, disassemble, decompile, decrypt, decipher, tamper with, reconstruct, or engage in any similar activity in respect to INNERSCENE’s products or technology, nor may you permit any third party to do so. Attempts at reverse engineering for any purpose by a purchaser or transferee may result in purchaser’s liability for financial damages to INNERSCENE greatly exceeding the original purchase price.

BUYER AGREES THAT ALLOWING ANY ACCESS TO OR TRANSFER OF PRODUCT TO A THIRD PARTY SHALL BE COVERED BY AN AGREEMENT PROHIBITING REVERSE ENGINEERING AND ACCEPTING LIABILITY FOR RESULTING DAMAGE THAT MAY OCCUR. At its sole discretion and at no cost to Buyer, INNERSCENE may require a representative to be present during the delivery, installation, and servicing of its products to ensure protection of its intellectual property. At no cost to Buyer and with reasonable advance notice, INNERSCENE reserves the right to audit Buyer for compliance with the terms of this agreement by inspecting purchased products for signs of reverse engineering.

7. Limitation of Liability

The foregoing limited warranty provides the purchaser’s sole and exclusive remedy relating to INNERSCENE’s products. The total liability of INNERSCENE on any and all claims of any kind, whether in contract, warranty, tort (including negligence), strict liability or otherwise, arising out of or in connection with, or resulting from, INNERSCENE’s performance or breach of the foregoing limited warranty or from INNERSCENE’s sale, delivery, repair, or replacement of any products, or the furnishing of any services, shall in no event exceed the purchase price allocable to the specific product which gives rise to the claim, and any and all such liability shall terminate upon the expiration of the limited warranty set forth above.

IN NO EVENT SHALL INNERSCENE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER AS THE RESULT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY).

No agent, employee or representative of INNERSCENE has any authority to bind INNERSCENE to any affirmation, representation or warranty concerning goods sold by INNERSCENE unless such affirmation, representation or warranty is specifically included in an INNERSCENE quotation or in INNERSCENE’s acknowledgment.

8. Return Policy

• Product Returns: All product returns require a Return Materials Authorization (RMA) prior to being shipped back to INNERSCENE. Contact the factory to receive an RMA number. INNERSCENE is not responsible for returns received without proper return authorization.
• Authorization: Only INNERSCENE may authorize product returns for purposes of factory rework, repair, or credit. Only standard product, in new and resalable condition, will be considered for return authorization. Any and all special, custom made and modified products are not returnable. No credit will be issued for unauthorized returns, returns of damaged products or products missing components or not received in original packaging.
• Restocking Fees: Returned goods are subject to a restocking charge. Final credit will be determined upon receipt, inspection, and acceptance of returned goods at the factory. All fees are contingent upon product being received at INNERSCENE in perfect working condition. If the product is damaged upon receipt, the Consignee will be notified in writing of the additional restocking fees.

9. Shipping & Risk

9.1 Freight

Unless otherwise quoted, transport will be organised by Innerscene and delivered in accordance to DDP (Incoterms). Large consignments may be delivered on pallets. If a Consignee does not have facilities for offloading palletised goods they should notify Innerscene at the time of order placement/confirmation. When offloading boxed units, two people may be required to lift and transport them.

For warranty returns, if a product must cross national borders, any import duties, taxes, or customs fees will be the responsibility of the customer.

9.2 Delivery

Any scheduled shipping date is an approximation only and shall not represent INNERSCENE’s fixed or guaranteed shipping date.

INNERSCENE reserves the right to make delivery in installments unless expressly stated otherwise in Buyer’s order. All installment deliveries will be invoiced by INNERSCENE at time of shipment unless otherwise agreed to in writing and signed by Buyer and INNERSCENE. Delay in any installment delivery shall not relieve Buyer of its obligation to accept any remaining installment deliveries under the order. If the Buyer is not disposed to receiving shipment on the agreed date, warehousing costs will apply after one month, levied at a daily rate of 0.05% full consignment value.

9.3 Risk of Loss

All claims for damage or loss in transit must be made by Consignee directly to Innerscene.

9.4 Damage Claims

All claims against INNERSCENE other than valid warranty claims, including claims for shortages and errors, must be directed in writing to INNERSCENE within ten (10) days after delivery is accepted. Failure to make any such claim within ten (10) days shall constitute acceptance of the merchandise and waiver of any such shortages, errors, or other claims.

• INNERSCENE's Responsibility: INNERSCENE has the responsibility to properly mark the shipment and package it in such a way that damage does not occur through normal transportation.
• Shortages: Consignee should verify that the freight belongs to Consignee. In the event there appears to be a shortage, a recount should be made to be sure. When there are shortages, Consignee must identify exactly what is short on the delivery receipt. Contact Innerscene immediately to make a claim.
• Shipping Damage Claims: Buyer or Consignee must note upon receipt any damage to the packaging on the bill of lading or other evidential paperwork supplied by the carrier, or presumption of damage will lie with Buyer/Consignee. All packaging and fixtures should be retained at the original point of delivery and be available for inspection by the carrier.
• Visible Damage: Consignee must note upon receipt any damage to the packaging or the activation of its sensors (Shockwatch, impact and tilt) on the bill of lading, Proof of Delivery (POD), or other evidentiary paperwork, or presumption of damage will lie with the Consignee. If a POD or similar is not provided by the carrier, the Consignee must report any visible damage by way of an email or telephone call within 14 days of arrival. If damage is observed, all packaging and fixtures should be retained at the original point of delivery and be available for inspection by the carrier. Consignee must be as specific as possible in describing the damage and avoid general terms such as "cartons damaged." Ideally, the Consignee should NOT accept a shipment which evidences damage or shortage UNTIL the driver endorses a statement of the irregularity on the face of the transportation receipt. If the condition of the package is such that there is good reason to suspect damage, INNERSCENE encourages performing an on the spot inspection. Consignee must NOT open the package after the carrier has been contacted.
• Concealed Damage: When concealed damage is discovered, Consignee should report damage to Innerscene immediately, or at the latest 14 days from receipt. Where Innerscene has arranged shipping, Consignee must provide all evidence necessary to file an insurance claim. Where Consignee has arranged shipping, any observed damage must be likewise reported to Innerscene within 14 days.

  Functional test: It is recommended that units are installed within 14 days of receipt whenever possible. If a unit is not installed within this time period then it must be tested in situ. Test instructions are supplied within the box in which your product arrived. Any issues must be reported within 14 days. Once testing is completed the unit should be returned to its box for safe keeping.

• Consequential Damage: INNERSCENE SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, CONTINGENT OR INCIDENTAL DAMAGES WHATSOEVER. INNERSCENE is not liable for damages of any kind resulting from any delay or failure to deliver due to strikes, lockouts, other labor difficulties, sources of supply, transportation difficulties, accidents, fires, acts of God, force majeure or any other cause of like or unlike nature beyond INNERSCENE's control.

Packaging: INNERSCENE reserves the right to optimize packaging at its discretion.

Service Area Limitation: The company reserves the right to refuse to make quotations, accept orders or make shipments to points of destination outside of the regular or assigned selling and service area of the distributor.

10. Specifications, Variations, and Errors

Merchandise will be shipped in accordance with INNERSCENE’s drawings. In the event of a conflict between a Buyer’s written order and an INNERSCENE drawing or specification sheet marked “approved”, the INNERSCENE drawing or specification sheet shall prevail. INNERSCENE reserves the right to change details of design, materials and finish in any way that will not alter installed appearance or reduce function and performance.

Every effort is made to avoid errors in catalogs, pricing, specification sheets and other data. INNERSCENE will not accept responsibility for additional costs incurred in connection with errors of measurements, prices, descriptions etc. Orders containing such phrases as “all material to be supplied as per project plans and specifications”, etc., are subject to separate written acceptance by INNERSCENE.

INNERSCENE reserves the right to cancel and refund pending orders prior to shipment if it suspects the purchaser provided misleading information regarding the ultimate recipient or intended use of the product. The purchaser warrants purchased products will not be shipped directly or indirectly to countries, individuals, or organizations listed on US or UK embargo list. National regulations affecting INNERSCENE regarding embargoed entities shall take precedence over terms of this agreement.

11. Quotations/Pricing

Any INNERSCENE price sheets or quotations are not offered to sell, and possession of such does not entitle one to purchase. INNERSCENE shall not be bound to sell any products unless it shall (in its sole discretion) accept submitted purchase orders. Specifications are subject to change without notice. Consult INNERSCENE for verification.

The compliance of INNERSCENE product to individual project specifications and the approval for their use is not warranted by INNERSCENE.

The prices shown in INNERSCENE quotation or in any order acknowledgement are prices prevailing at the time. INNERSCENE reserves the right to change such prices at any future date. Unless otherwise specifically provided in writing, orders will be billed at prices prevailing at time of shipment. Prices issued by a written standard quotation are firm for 30 days from date of quotation. Purchase orders received and acknowledged within this 30-day period will be price protected for shipment within 90 days from the date of the order. Prices issued by a written non-standard quotation authorized by INNERSCENE’s Office may offer price protection for a different period. Releases for shipments beyond the price-protected period (standard or non-standard) will be increased in price at the rate of 1% per month.

Additions to orders already processed shall be considered separate orders and shall be priced accordingly.

All prices are subject to applicable taxes. For US customers, federal, state, and local taxes may apply unless an appropriate exemption certificate is on file at INNERSCENE Corp.'s office. For UK/EU customers, VAT and other applicable taxes will be applied according to local regulations, unless valid exemption documentation is provided.

12. Acceptance & Assent

The acceptance of the Buyer’s purchase order is contingent upon written acknowledgement by INNERSCENE at its UK office or US office in the form of a letter or printed acknowledgement. The acceptance of Buyer’s order is expressly made conditional upon Buyer’s assent to the terms and conditions stated herein and in INNERSCENE’s printed acknowledgement.

For online purchases, Buyer indicates acceptance of these Terms and Conditions by checking the box labeled "I agree to the Terms and Conditions" during the checkout process, or by electronically signing where indicated. By proceeding with any purchase, Buyer acknowledges having read, understood, and agreed to these Terms and Conditions.

INNERSCENE agrees to furnish its products only upon such terms and conditions. In the absence of any written notification to the contrary; and by virtue of the issuance of a purchase order, Buyer shall be deemed to have accepted terms and conditions as stated herein and in INNERSCENE’s acknowledgement. If there is any inconsistency between the terms and conditions stated herein and in INNERSCENE’s acknowledgement, the terms and conditions contained in the acknowledgement shall control.

13. Cancellation Charges

The buyer may at any time prior to delivery cancel an order subject to our restocking fees, as follows; 10% full order value if cancelled 5 or more days prior to dispatch; 12% order value if cancelled within 5 days of dispatch. If an order is cancelled after shipment or if delivery is refused at destination, all warehousing, delivery, disposition and return costs will be charged to the Buyer, in addition to a 12% restocking fee.

14. Jurisdictional Division and Contact Information

Innerscene Corp. (US entity) handles all warranty claims, returns, and sales for customers in the Americas. Innerscene Ltd. (UK entity) handles all warranty claims, returns, and sales for the rest of the world. If a product return must cross national borders, any tariffs, duties, or taxes will be the responsibility of the customer.

US Office (Americas)

Address: 548 Market St #40123, San Francisco, CA 94104-5401, USA

Hours: Monday - Thursday from 8 am to 5 pm PT

Toll-Free: 1-888-984-5242

International: +1-415-316-0297

Europe Office (Rest of World)

Address: 2 Eastbrook Road, Eastern Avenue, Gloucester, Gloucestershire, GL43DB, UK

Hours: Monday - Thursday: 8 am to 5 pm GMT, Friday: 8 am to 2:30 pm GMT

Phone: +44 (0) 8009 202451

Email Contact

Sales & Technical Queries: [email protected]

Quotes & Pricing: [email protected]

Orders & Status Checks: [email protected]

Support & Technical Assistance: [email protected]

15. Change Control Process

INNERSCENE may update or modify these Terms and Conditions from time to time. Any material changes will be communicated to Buyers with active orders or ongoing warranty periods at least thirty (30) days prior to the implementation of such changes. If Buyer does not agree with the updated Terms and Conditions, Buyer may:

• For unshipped orders: Cancel the order subject to applicable cancellation policies in Section 13.
• For ongoing warranty claims: Continue under the terms in effect at the time of original purchase.

Continued use of INNERSCENE products or services after notification of changes constitutes acceptance of the updated Terms and Conditions.

16. UK & EU Consumer Protection Rights

For Consumers (as defined in Section 2) located in the UK or European Union, the following additional rights apply, in accordance with applicable consumer protection laws. These statutory rights cannot be excluded and take precedence over any conflicting terms in this Agreement:

• Cooling-off Period: Consumers purchasing online or by other distance means have the right to cancel their order for any reason within 14 days of receiving the goods. In such cases, Consumers may return the product at INNERSCENE's cost and receive a full refund without any restocking fees.
• Statutory Rights for Faulty Goods: Under the Consumer Rights Act 2015 (UK) and equivalent EU legislation, all products must be of satisfactory quality, fit for purpose, and as described. These statutory rights exist in addition to the warranty provided by INNERSCENE.
• Tiered Remedy System: Consumers have the following remedies for faulty products:
  • Right to reject and receive a full refund within 30 days of purchase/delivery
  • Right to repair or replacement (Consumer's choice) after 30 days
  • Right to a price reduction or final rejection if repair/replacement fails or isn't possible
• Restocking Fees: The restocking fees outlined in Section 13 do not apply to:
  • Returns during the 14-day cooling-off period
  • Returns of faulty goods within the statutory timeframes
• Transportation Costs: For warranty returns covered by UK/EU consumer protection laws, INNERSCENE will bear reasonable transportation costs regardless of provisions in Section 4 and Section 9 that may indicate otherwise.
• Limitation of Liability: Nothing in this Agreement limits INNERSCENE's liability for:
  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Any breach of the obligations implied by applicable consumer protection laws
  • Defective products under the Consumer Protection Act 1987 (UK) or equivalent legislation
• Dispute Resolution: While the dispute resolution process in Section 17 is available, Consumers always retain the right to pursue claims through their local courts or authorized consumer protection bodies such as the UK Financial Ombudsman Service or European Consumer Centres Network, without first pursuing mediation.

For more information on your rights as a Consumer in the UK, visit https://www.gov.uk/consumer-protection-rights. For EU consumers, visit https://europa.eu/youreurope/citizens/consumers/.

17. Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties agree to the following dispute resolution process:

1. Negotiation: The parties will first attempt in good faith to resolve any dispute by negotiation between representatives who have authority to settle the dispute.
2. Mediation: If the dispute cannot be settled through negotiation within 30 days, the parties will attempt to settle the dispute by mediation under the rules of a mutually agreed mediation service.
3. Arbitration/Litigation: If mediation does not resolve the dispute within 60 days, the dispute shall be resolved as follows:

For transactions with Innerscene Ltd. (UK entity), any question concerning validity, construction or performance shall be governed by the laws of England and Wales, and parties submit to the exclusive jurisdiction of the courts of England.

For transactions with Innerscene Corp. (US entity), any question concerning validity, construction or performance shall be governed by the laws of the State of Delaware, USA, and parties submit to the exclusive jurisdiction of the courts of Delaware.

Small Claims Exception: For disputes involving amounts less than $10,000 USD (or equivalent), either party may elect to resolve the dispute through the applicable small claims court process rather than through the above dispute resolution process.

18. Entire Agreement

Except as expressly agreed in writing signed by INNERSCENE, the terms and conditions stated herein shall constitute the entire sales agreement between INNERSCENE and the Buyer. Any contrary or additional terms or conditions submitted by the Buyer (other than the description of the products being ordered and the requested quantities, shipping date, and shipping location contained in Buyer’s purchase order) shall be deemed to be of no force or effect and are hereby rejected.