1. Interpretation

The following definitions apply throughout these Conditions unless the context requires otherwise:

• “Authorised Representative” means any person holding the title of Director or Managing Director, or who otherwise holds a directorial office within Mobiletek Ltd.
• “Consumer” means any natural person who enters into a contract wholly or mainly for purposes outside their trade, business, craft, or profession.
• “Customer” means the person, firm, company, or organisation contracting with Mobiletek Ltd for the purchase of Products and/or supply of Services.
• “These Conditions” means the standard terms and conditions of sale set out in this document, as amended from time to time and published at www.mobiletekuk.com or available on request from Mobiletek Ltd’s principal trading address.
• “The Contract” means any contract for the sale, purchase, or supply of Products and/or Services between Mobiletek Ltd and a Customer.
• “Electronic Means” means any electronic communication channel including the internet, EDI, XML, email, or comparable technology current at the relevant time.
• “Mobiletek Ltd” means Mobiletek Ltd, a company registered in England under company number 559 4611, with its registered office at Acorn House, 33 Churchfield Road, Acton, London W3 6AY.
• “Products” means all goods sold by Mobiletek Ltd to a Customer, including: mobile phones and smartphones (locked and unlocked); tablet devices; laptops; gaming consoles and controllers; large domestic appliances (including washing machines, tumble dryers, dishwashers, refrigerators, freezers, cookers, and ovens); small domestic appliances (including microwaves, kettles, toasters, coffee machines, food processors, and vacuum cleaners); and all associated accessories, peripherals, cables, chargers, and components.
• “Services” means any services provided by Mobiletek Ltd to the Customer, including configuration, logistics, and fulfilment services.
• “Special Order Products” means Products ordered specifically at the Customer’s request or configured to the Customer’s specification.

1.1 Headings

Section headings are included for ease of reference only and shall not affect the interpretation of these Conditions.

1.2 Territorial Scope

These Conditions apply to all sales of Products, including Special Order Products, for shipment to or within the UK mainland. Mobiletek Ltd reserves the right to apply supplemental terms to shipments outside the UK mainland.

1.3 Special Terms

Specific additional terms (“Special Terms”) may apply to certain Products and suppliers, including special pricing arrangements. Where applicable, Special Terms are communicated to the Customer by email and may require the Customer to: (i) restrict sales to named end-users; (ii) disclose end-user information for verification purposes; and/or (iii) provide end-user invoices or shipping documentation. Failure to comply may entitle Mobiletek Ltd and/or its suppliers to recover all discounts, rebates, or special pricing previously granted. By placing an order at special prices, the Customer agrees to be bound by the applicable Special Terms.

2. Basis of Sale

2.1 Governing Terms

All Contracts between Mobiletek Ltd and the Customer shall be governed exclusively by these Conditions. No terms contained in a Customer’s purchase order or other documentation shall apply unless expressly accepted in writing by an Authorised Representative of Mobiletek Ltd. Where orders are placed by Electronic Means referencing the Customer’s own terms, Mobiletek Ltd’s processing of such an order constitutes a rejection of those terms and a counter-offer to supply solely on the basis of these Conditions.

2.2 Variation

No variation to these Conditions shall be binding unless set out in a letter signed by an Authorised Representative of Mobiletek Ltd. Mobiletek Ltd will endeavour to provide reasonable advance notice of any material changes before they take effect.

2.3 Acceptance

The Customer’s acceptance of these Conditions is evidenced by: (i) signing Mobiletek Ltd’s account application form; (ii) submitting a purchase order to Mobiletek Ltd; or (iii) accepting delivery of Products or Services — whichever occurs first.

2.4 Authority to Represent

No employee or agent of Mobiletek Ltd, other than an Authorised Representative acting by signed letter, has authority to make any representation in respect of Products or Services. The Customer acknowledges that it does not rely on any unauthorised representation.

3. HMRC Due Diligence — Mandatory Compliance

Mobiletek Ltd operates comprehensive due diligence procedures in full compliance with HMRC requirements and applicable UK legislation, including the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, the Proceeds of Crime Act 2002, and Making Tax Digital obligations. These procedures apply to all wholesale and distribution transactions.

3.1 Business Customer Identity Verification

Prior to opening an account or completing any transaction, all business Customers must provide satisfactory evidence of identity and legitimate trading activity. Mobiletek Ltd may request:

• Valid photographic identification for all directors and authorised signatories (passport, driving licence, or national identity card)
• Certificate of Incorporation or Companies House registration confirmation
• VAT registration certificate (where the Customer is VAT-registered)
• Proof of trading address dated within the last three months (utility bill or bank statement)
• Most recent filed accounts or management accounts where requested

3.2 Source of Funds and Commercial Legitimacy

For orders exceeding £80,000 (inclusive of VAT), Mobiletek Ltd reserves the right to request evidence that funds originate from a legitimate commercial source. This may include:

• Business bank statements demonstrating active trading
• Confirmation of credit facilities from a recognised financial institution
• Letters of credit or purchase order funding evidence where applicable

Mobiletek Ltd reserves the right to suspend, cancel, or decline any order where satisfactory evidence of funding legitimacy cannot be provided, without incurring any liability to the Customer.

3.3 Wholesale and Bulk Purchase Due Diligence

The following additional requirements apply to all wholesale and distribution accounts:

• Customers must declare their intended use of Products at the point of account application and update this information if their business model changes
• Resellers must confirm that Products will not be exported outside the United Kingdom without prior written approval from Mobiletek Ltd
• Bulk orders of five or more identical units in a single transaction will trigger an enhanced due diligence review as standard
• Customers must confirm that they hold, and will maintain, all licences and regulatory approvals necessary to trade in the relevant product categories
• Mobiletek Ltd may conduct periodic account reviews and request updated documentation at any time

3.4 HMRC Reporting and Record-Keeping Obligations

In accordance with HMRC guidance and applicable legislation, Mobiletek Ltd:

• Maintains complete transaction records for a minimum of six years
• Submits Making Tax Digital (MTD)-compliant VAT returns covering all taxable supplies
• Is legally required to file Suspicious Activity Reports (SARs) with the National Crime Agency (NCA) where transactions give rise to suspicion of money laundering, VAT fraud, or other criminal activity
• May be required to share transactional information with HMRC or law enforcement agencies without prior notice to the Customer

3.5 VAT Compliance

All prices are quoted exclusive of VAT unless expressly stated otherwise. VAT is charged at the prevailing standard rate and is shown separately on all invoices. Business Customers registered for VAT must provide their VAT registration number at the point of account opening. Mobiletek Ltd will issue VAT invoices for all taxable supplies upon completion of each transaction. Retrospective VAT adjustments will not be accepted once an invoice has been raised and accounted for.

4. Customer Identification and Account Security

4.1 Credentials

Customers may place orders using a combination of account name, account number, password, or other credentials issued by Mobiletek Ltd (together, “Customer Identification”).

4.2 Customer Responsibility

The Customer is solely responsible for maintaining the confidentiality and security of its Customer Identification. The Customer must notify Mobiletek Ltd immediately upon discovering any loss, compromise, or unauthorised use of its credentials, and must maintain appropriate internal security procedures to ensure credentials are used only by authorised personnel.

4.3 Reliance on Credentials

Mobiletek Ltd is entitled to rely on any order placed using valid Customer Identification and to deliver, invoice, and seek payment accordingly. Mobiletek Ltd acknowledges the inherent security limitations of internet-based transactions and shall not be liable for losses arising from the interception or corruption of correctly authenticated data.

5. Mobiletek Ltd Information and Confidentiality

5.1 Proprietary Information

All Product pricing, descriptions, availability data, and related information (“Information”) provided by Mobiletek Ltd is the exclusive property of Mobiletek Ltd or its suppliers. Mobiletek Ltd grants the Customer a limited, non-exclusive, non-transferable licence to use such Information solely for the internal purpose of purchasing and reselling Products supplied by Mobiletek Ltd.

5.2 Customer Obligations

The Customer agrees to treat all Information as confidential and not to disclose, reproduce, or use it in any manner that: (i) identifies Mobiletek Ltd as the source; (ii) enables price comparison with other suppliers; or (iii) could otherwise damage Mobiletek Ltd’s commercial interests. Mobiletek Ltd may withdraw Information at any time without notice and provides it ‘as is’ without warranty as to accuracy.

5.3 Mutual Confidentiality

Mobiletek Ltd agrees to treat as confidential any Customer information expressly notified in writing as such, and will not disclose it to third parties without the Customer’s consent, save where required by law or regulatory obligation.

6. Orders and Specifications

6.1 Order Accuracy

The Customer is responsible for the accuracy of all purchase orders submitted to Mobiletek Ltd.

6.2 Specification Changes

Mobiletek Ltd reserves the right to amend the Contract where changes to Product specifications are required to comply with applicable safety standards or statutory requirements. Where such changes do not materially alter the Contract, the Customer may not cancel without Mobiletek Ltd’s consent.

6.3 Cancellation

Mobiletek Ltd is under no obligation to accept the cancellation or withdrawal of any accepted order. Any agreed cancellation must be confirmed in writing by an Authorised Representative.

6.4 Invitation to Treat

The display of pricing or Product information by Mobiletek Ltd constitutes an invitation to treat only and not an offer to sell. The Customer’s purchase order constitutes the offer.

6.5 Pricing Errors

Where an order is placed by Electronic Means and Mobiletek Ltd discovers a material pricing error within 30 days of accepting the order, Mobiletek Ltd may either invoice at the correct list price or, at the Customer’s election, collect the Products at Mobiletek Ltd’s expense and issue a full credit.

6.6 Direct Shipment and Special Orders

Orders for direct shipment to the Customer’s end-customers, or for Special Order Products, may require prepayment and may attract additional service fees.

6.7 Minimum Order Levels

Mobiletek Ltd operates minimum order levels. Orders falling below these levels may attract additional handling fees. Current minimum order thresholds are available from the Customer Services team upon request.

7. Pricing

7.1 Price Confirmation

Prices for stock Products are confirmed at the time the order is accepted by Mobiletek Ltd.

7.2 Backorders

For backorders or scheduled deliveries, the applicable price is that confirmed at the time of acceptance, and such orders are irrevocable.

7.3 Price Adjustments

Mobiletek Ltd reserves the right to adjust prices following acceptance solely where its own supplier costs increase or where currency fluctuations create unavoidable additional direct costs. Any such increase will be limited to the extent necessary to reflect those increased costs.

7.4 Exclusive of Additional Charges

All prices are exclusive of delivery, configuration, fulfilment, and other service charges unless expressly included.

7.5 Statutory Charges

All prices are exclusive of VAT, copyright levies, environmental fees, and similar statutory charges, for which the Customer is additionally liable.

7.6 Special Bid Pricing

Where Mobiletek Ltd passes through supplier Special Bid pricing, the Customer agrees to comply with all applicable Special Bid conditions and to indemnify Mobiletek Ltd against any claims arising from non-compliance. Pass-through of benefits such as marketing funds, price protection, or rebates is conditional on Mobiletek Ltd first receiving those benefits from its supplier.

8. Terms of Payment

8.1 Payment on Order or Delivery

Unless a credit account has been agreed in writing by an Authorised Representative, payment is due in full at the point of order or on delivery, as determined by Mobiletek Ltd. Credit and debit card payments attract all associated processing fees, which are payable by the Customer.

8.2 Credit Accounts

Where a credit account has been approved, payment is due by the date shown on Mobiletek Ltd’s invoice, regardless of whether title to the Products has passed. Mobiletek Ltd reserves the right to vary credit limits or payment terms (other than on concluded Contracts) at any time with reasonable notice. Where a Customer exceeds its credit limit or falls into arrears, Mobiletek Ltd may suspend further shipments or require prepayment until creditworthiness is re-established.

8.3 Late Payment

Time of payment is of the essence. In the event of late payment, Mobiletek Ltd is entitled to: (i) cancel or suspend the Contract and any further deliveries or Services; (ii) appropriate payments received against any outstanding balances as Mobiletek Ltd sees fit; and (iii) charge fix rate on overdue amounts at 5% per annum above the prevailing HSBC Bank base rate, calculated daily from the due date until full payment is received (both before and after judgement).

8.4 Financial Disclosure

The Customer agrees to provide Mobiletek Ltd with copies of annual financial statements and quarterly management accounts within 60 days of the end of each relevant fiscal period. The Customer must promptly notify Mobiletek Ltd of any change in ownership, control, management buy-out, or substantial transfer of assets.

8.5 Debt Factoring

The Customer must notify Mobiletek Ltd in writing before entering into any arrangement to sell, assign, factor, or otherwise transfer book debts, or before entering into any invoice discounting facility.

8.6 No Cash Payments

Cash is not an accepted method of payment for any transaction.

8.7 Credit Notes and Balances

Credit notes issued by Mobiletek Ltd that remain unused for six months from the date of issue may be cancelled by Mobiletek Ltd. Credit balances on a Customer’s account that remain unutilised for six months will be forfeited. No replacement credit or cash equivalent will be provided.

9. Delivery

9.1 Delivery Address and Deemed Completion

Delivery shall be made to the address agreed at the time of order. Where no delivery discrepancy is reported to Mobiletek Ltd within three working days of the date of invoice, delivery is deemed to have been completed in accordance with the Contract.

9.2 Authorised Recipients

Mobiletek Ltd is entitled to treat any individual who reasonably appears to have authority to accept delivery, and who signs accordingly, as a duly authorised representative of the Customer.

9.3 Delivery Dates

Quoted delivery dates are estimates only. Mobiletek Ltd is not liable for any loss or damage arising from delivery delays, howsoever caused.

9.4 Partial Deliveries

Partial deliveries are permitted unless both parties have expressly agreed otherwise. A partial delivery failure does not entitle the Customer to treat the entire order as repudiated.

9.5 Direct Delivery to End-Customers

Where Mobiletek Ltd has agreed to deliver directly to the Customer’s end-customer, such delivery is treated as delivery to the Customer. Refusal of delivery by the end-customer is treated as refusal by the Customer.

9.6 Refusal of Delivery

All costs arising from an unjustified refusal of delivery are borne by the Customer. Where a refusal is accepted as justified by Mobiletek Ltd, return transportation costs and administrative fees may still be charged, and original carriage costs will not be reimbursed.

10. Risk and Retention of Title

10.1 Risk

Risk in the Products passes to the Customer upon delivery, or upon the Customer’s unjustified failure to accept delivery.

10.2 Retention of Title

Title to the Products does not pass to the Customer until Mobiletek Ltd has received cleared funds in full for: (i) the Products in question; and (ii) all other outstanding sums owed by the Customer to Mobiletek Ltd on any account.

10.3 Fiduciary Obligations

Until title passes, the Customer shall hold the Products as Mobiletek Ltd’s fiduciary agent and bailee, keeping them separately identifiable, properly stored, protected, and insured as Mobiletek Ltd’s property.

10.4 Right of Repossession

Mobiletek Ltd may at any time, where title has not passed and the Products remain in existence and unsold, require the Customer to return the Products, and may enter any premises where the Products are stored to repossess them if the Customer fails to comply.

10.5 Insolvency Events

The Customer’s right to possession of the Products ceases immediately upon the occurrence of any insolvency event, including: bankruptcy, creditors’ arrangements, liquidation, receivership, administration, winding-up proceedings, or the Customer ceasing to trade or being unable to pay its debts within the meaning of the Insolvency Act 1986.

10.6 Resale

The Customer may resell Products in the ordinary course of business but may not offer them as collateral or grant any charge over them until title has passed. The Customer must ensure its own customers are aware of Mobiletek Ltd’s retained title and must ensure that, in the event of the Customer’s default, unpaid Products can be returned to Mobiletek Ltd.

11. Warranties and Liability

11.1 Manufacturer’s Warranty

Mobiletek Ltd does not manufacture the Products and sells them solely with the benefit of the relevant manufacturer’s or publisher’s warranty.

11.2 Defective Products

Mobiletek Ltd’s liability for defective Products is limited to the extent that it can make a successful claim under the applicable manufacturer’s Dead on Arrival or warranty terms and actually recovers a refund, credit, repair, or replacement. Returns must be processed in accordance with the relevant manufacturer’s procedures as set out in Clause 12.

11.3 Excluded Defects

Mobiletek Ltd accepts no liability for defects arising from: fair wear and tear, misuse, wilful damage, abnormal operating conditions, failure to follow manufacturer’s or Mobiletek Ltd’s instructions, or unauthorised modification or repair.

11.4 Unpaid Invoices

Mobiletek Ltd will not accept any warranty claim where the full invoice price for the Products remains unpaid.

11.5 Exclusion of Implied Terms

All implied warranties, conditions, or terms arising at common law or by statute (other than as to title) are excluded to the fullest extent permitted by law.

11.6 Consequential Loss

Mobiletek Ltd shall not be liable for any indirect, consequential, special, or economic loss or damage, including loss of profit, loss of revenue, loss of data, loss of goodwill, or liabilities incurred to third parties, howsoever arising, including negligence.

11.7 Cap on Direct Liability

Mobiletek Ltd’s liability for direct loss or damage in connection with any Product or Service shall not exceed the VAT-exclusive invoice price of the relevant Product or Service.

11.8 Non-Excludable Liability

Nothing in these Conditions excludes or limits Mobiletek Ltd’s liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

11.9 Force Majeure

Mobiletek Ltd is not liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including acts of God, terrorism, war, governmental action, import/export restrictions, industrial disputes, or supplier difficulties.

11.10 Consumer Resale

Where the Customer on-sells Products to a Consumer, the Customer is solely responsible for ensuring the Consumer receives adequate product information and appropriate statutory protections in accordance with the Consumer Rights Act 2015 and all other applicable legislation. The Customer must not remove or replace manufacturer labelling or make public statements about Products on Mobiletek Ltd’s behalf. The Customer agrees to indemnify Mobiletek Ltd and manufacturers against all losses arising from the Customer’s failure to comply with its Consumer protection obligations.

11.11 Intellectual Property

The Products are subject to the intellectual property rights of Mobiletek Ltd’s suppliers. The Customer must not alter, cover, or remove any intellectual property notices and must comply with all supplier guidelines. Mobiletek Ltd’s maximum liability for intellectual property infringement claims shall not exceed the Customer’s purchase price for the affected Products.

12. Returns and Repairs

12.1 Returns Policy

Special Order Products cannot be returned under any circumstances. For all other Products, returns are only accepted where Mobiletek Ltd has agreed in advance and issued a Returns Authorisation (RA) number. Products must be returned in their original, unmarked packaging with the RA number and a copy of the relevant sales invoice.

12.2 Delivery Discrepancies

Any delivery discrepancies (other than those covered by Clause 11) must be notified to Mobiletek Ltd within three working days of delivery. Where a Returns Merchandise Authorisation (RMA) number is issued, the Products must be returned within five working days.

12.3 Repairs and Replacements

Where Mobiletek Ltd has agreed to carry out repairs or replacements outside of warranty, the Customer irrevocably authorises Mobiletek Ltd to carry out such work as is necessary to restore the Products to proper working order.

12.4 Return Transit

Mobiletek Ltd accepts no liability for damage to or loss of Products during return transit until delivery is accepted by an Authorised Person at Mobiletek Ltd’s premises.

12.5 Condition of Returns

Products returned other than for warranty reasons must be in their original packaging and in clean, resalable condition. A restocking fee may apply at Mobiletek Ltd’s discretion. Non-compliant returns will be refused and the Customer remains liable for the invoice price and any return carriage costs.

12.6 No Cash Redemption

Credit notes issued by Mobiletek Ltd are not redeemable for cash.

12.7 Returns Process

The Customer must comply with Mobiletek Ltd’s returns process, details of which are available from the Customer Services team upon request.

13. Insolvency of the Customer

If the Customer: (i) makes any voluntary arrangement with its creditors, becomes subject to an administration order, is declared bankrupt, or goes into liquidation (other than for the purpose of a solvent reconstruction or amalgamation); (ii) has a receiver, administrator, or encumbrancer appointed over any of its property or assets; (iii) ceases or threatens to cease trading; or (iv) Mobiletek Ltd reasonably apprehends that any of the foregoing events is imminent — then Mobiletek Ltd may, without liability to the Customer, immediately cancel the Contract and/or suspend all further deliveries or Services. Any outstanding amounts shall become immediately due and payable.

14. Export Restrictions and Compliance

14.1 Export Controls

Certain Products may be subject to export controls under US Department of Commerce regulations or applicable EU/EFTA member state rules. Where the Customer delivers Products to an end-user who may use them outside the UK, US, or EU/EFTA, the Customer must advise that end-user of applicable export restrictions and ensure that all necessary export authorisations are obtained prior to export.

14.2 Prohibited Exports

The Customer warrants that it will not export or re-export any Products: (i) in breach of any applicable export control laws or regulations; (ii) with knowledge that they will be used in the design, development, production, or deployment of chemical, biological, nuclear, or ballistic weapons; or (iii) to any embargoed country or to any entity or individual on a Denied Persons or similar restricted list.

14.3 Compliance Responsibility

Export control requirements are subject to change. The Customer is solely responsible for maintaining awareness of its obligations and may contact the Bureau of Export Administration (US Department of Commerce) or the relevant UK Export Control Joint Unit (ECJU) for guidance.

14.4 Written Confirmation

Upon request, the Customer agrees to confirm its export compliance intentions in writing by signing Mobiletek Ltd’s account application form.

15. Configuration and Additional Services

15.1 Configuration Services

Where Mobiletek Ltd agrees to provide Configuration Services, the price will be confirmed at order acceptance. The Customer is solely responsible for the accuracy of its specification and for ensuring the configured product is fit for its intended purpose, including compatibility with any existing hardware, software, or middleware.

15.2 Configuration Warranty

Configuration Services carry a 14-day warranty from the date of shipment. Mobiletek Ltd’s sole liability for defective Services is limited to repair or replacement of the affected Product. Claims must be made within 21 days of delivery. Where a defect is attributable to a Product fault rather than the Configuration Services, Clause 11 applies.

15.3 Additional Services

Mobiletek Ltd may provide additional services including direct fulfilment, billing support, installation, technical support, storage and consolidation, and logistics services. Such services are provided under these Conditions together with any specific written terms agreed with the Customer.

16. Prohibited Conduct

The Customer agrees not to:

• Provide false, misleading, or fraudulent documentation or information to Mobiletek Ltd or to HMRC
• Purchase Products for the purpose of unauthorised export, grey-market supply, or fraudulent resale
• Attempt to circumvent Mobiletek Ltd’s due diligence, HMRC compliance, or account security procedures
• Engage in, or facilitate, VAT fraud, carousel fraud, or any other form of tax evasion
• Use or permit the use of Customer Identification by any unauthorised individual or for any unauthorised purpose
• Use Mobiletek Ltd’s logos, trademarks, or brand assets without prior written approval from an Authorised Representative

Breach of this clause entitles Mobiletek Ltd to terminate all Contracts immediately, forfeit any deposit paid, and report the matter to HMRC, the National Crime Agency (NCA), or any other relevant authority, without liability to the Customer.

17. Data Protection and Marketing

17.1 Data Processing

Mobiletek Ltd processes personal and business data in accordance with the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Data collected during account opening, due diligence, and trading is used for order fulfilment, credit assessment, legal compliance, HMRC reporting, and fraud prevention.

17.2 Data Retention and Sharing

Data is retained for the periods required by applicable law and HMRC guidance and is not sold to third parties. It may be shared with delivery partners, payment processors, credit reference agencies, and regulatory authorities where required.

17.3 Marketing Communications

The Customer agrees that Mobiletek Ltd may use Customer contact data to communicate Product information, promotions, and updates by email and other channels. Customers may opt out of marketing communications at any time by contacting Mobiletek Ltd’s Customer Services team.

18. General Provisions

Notices
Any notice required under these Conditions must be in writing and addressed to the receiving party’s registered office or principal place of business, or such other address as may have been notified in writing.

Waiver
No failure or delay by Mobiletek Ltd in exercising any right or remedy under these Conditions shall constitute a waiver of that right or remedy, nor shall any single exercise preclude any further exercise.

Severability
If any provision of these Conditions is found to be invalid, unlawful, or unenforceable by any court or competent authority, it shall be severed without affecting the validity or enforceability of the remaining provisions.

Entire Agreement
These Conditions constitute the entire agreement between the parties in respect of the sale and supply of Products and Services and supersede all prior representations, agreements, and understandings.

Governing Law and Jurisdiction
These Conditions and all Contracts are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising hereunder.