Business Device Purchase Terms

1. Parties and scope

1.1 These terms apply to each purchase of Devices by ToroMobile Ltd (company number 17362782) from the organisation identified in the Order (the Supplier).

1.2 The Supplier confirms that it acts wholly or mainly for purposes relating to its trade, business, craft or profession and that the sale is not a consumer transaction.

1.3 These terms, the accepted quotation and any written order details form the agreement for the relevant purchase (the Order). If they conflict, the order details prevail, followed by the accepted quotation and then these terms.

2. Definitions and formation

2.1 Business Day means a day other than Saturday, Sunday or a public holiday in England. Devices means the mobile phones, tablets or other equipment identified in the Order. Final Valuation means ToroMobile’s valuation after inspection. Quotation means a provisional valuation based on the information supplied before inspection.

2.2 An Order is formed when ToroMobile confirms in writing that it accepts the Supplier’s instruction to proceed, or when collection is completed following that confirmation. A website submission or indicative quotation is not, by itself, a binding purchase commitment.

3. Supplier authority, ownership and lawful supply

3.1 The Supplier warrants that it owns the Devices or has full written authority to sell them, and that they are free from undisclosed finance, liens, retention-of-title claims and other third-party rights.

3.2 The Supplier must not supply stolen, counterfeit, unlawfully obtained, activation-locked or account-locked Devices, or Devices subject to an insurance, law-enforcement or lost/stolen report.

3.3 On request, the Supplier will provide reasonable evidence of identity, authority, ownership and the source of the Devices.

4. Information and condition

4.1 The Supplier must provide materially accurate information about quantity, make, model, memory, identifiers, working condition, cosmetic condition, locks, damage, batteries, accessories and any known safety issue.

4.2 ToroMobile may rely on that information when arranging collection and preparing a Quotation. A material difference may result in regrading, rejection, return or a revised price.

5. Quotations

5.1 Unless stated otherwise, a Quotation is open for acceptance for 7 calendar days. It is provisional until ToroMobile has received and inspected the Devices.

5.2 Market movement, inaccurate descriptions, missing items or delays outside ToroMobile’s reasonable control may require a revised Quotation before an Order is formed.

6. Collection, delivery and packaging

6.1 Collection or delivery arrangements will be stated in the Order. The Supplier must package Devices securely, separate any known damaged battery, and follow reasonable safety and logistics instructions.

6.2 The Supplier must not present any item for collection that it knows or reasonably suspects is dangerous, leaking, excessively hot, swollen, crushed, contaminated or otherwise unsafe without first obtaining ToroMobile’s written instructions.

6.3 Each party will promptly provide reasonable evidence relating to loss or damage in transit.

7. Custody risk and legal title

7.1 Risk of physical loss or damage while in ToroMobile’s custody passes to ToroMobile when the Devices are received by ToroMobile or its nominated collection provider, except to the extent caused by inadequate packaging, an undisclosed hazard or the Supplier’s breach.

7.2 Legal title passes to ToroMobile only when the Supplier accepts the Final Valuation. Until then, ToroMobile holds the Devices for inspection and must not resell or otherwise release them.

7.3 If the Final Valuation is rejected, title remains with the Supplier and ToroMobile will arrange return or collection in accordance with clause 9.

8. Inspection, regrading and disputes

8.1 ToroMobile may test and inspect each Device, including its identifier, locks, functions, cosmetic condition, battery condition and consistency with the information supplied.

8.2 If the inspection changes the valuation, ToroMobile will provide a revised Final Valuation and a reasonable explanation. The Supplier has 7 Business Days after receipt to accept it or raise a written dispute with supporting information.

8.3 The parties will review a dispute in good faith. ToroMobile may re-inspect the Device. If no agreement is reached, the affected Device will be returned and neither party is obliged to complete its purchase, subject to any agreed collection or return cost.

9. Rejected and prohibited Devices

9.1 ToroMobile may reject a Device that is materially misdescribed, unlawful to supply, account-locked, unsafe, suspected to be stolen, classified as waste, or unsuitable for the agreed purchase model.

9.2 Rejected Devices will not be purchased. The parties will agree a safe and lawful return or collection route. ToroMobile may retain a Device where required by law, a regulator, law enforcement or a safety incident.

9.3 ToroMobile may suspend the whole Order where a Device creates a material legal, fraud, safety or data-security concern.

10. Data on Devices

10.1 The Supplier remains responsible for backing up required information, signing out of accounts, disabling activation locks and securely deleting personal or confidential data before collection. ToroMobile is not liable for loss of data that the Supplier was required to back up or delete, except to the extent caused by ToroMobile’s breach of law or these terms.

10.2 ToroMobile does not intentionally access or use residual content. If residual data is found, access will be restricted and the Device will be quarantined. It will not be released for reuse or resale until the data has been removed through an approved process, the Device has been returned or rejected, or another lawful outcome has been documented.

10.3 For business-contact information and residual data encountered incidentally during an outright purchase, each party acts as an independent controller for its own processing. These terms do not appoint ToroMobile as a processor.

10.4 Any future service under which ToroMobile processes personal data solely on the Supplier’s documented instructions requires separate written terms, including a compliant data-processing agreement, before that service begins.

11. Environmental and waste controls

11.1 ToroMobile buys second-hand Devices as products for assessment, reuse or resale. The Supplier must not knowingly supply waste electrical and electronic equipment (WEEE) under an Order governed by these terms.

11.2 ToroMobile may reject an item that does not meet the applicable reuse criteria or that is or becomes waste. Any item identified as waste after receipt will be segregated and transferred through an appropriately authorised route; ToroMobile will not transport waste unless the required registration and controls are in place.

12. Price, VAT, invoices and payment

12.1 The purchase price is the accepted Final Valuation. VAT is added only where properly chargeable. The Supplier must provide a valid VAT invoice where required and is responsible for the accuracy of its VAT status and invoice details.

12.2 Unless the Order states otherwise, ToroMobile will pay by bank transfer within 10 Business Days after both acceptance of the Final Valuation and receipt of any valid invoice or payment information required.

12.3 ToroMobile may withhold only the genuinely disputed part of a payment or set off an undisputed or finally determined sum. Statutory late-payment rights apply where relevant.

13. Confidentiality and intellectual property

13.1 Each party will protect the other’s non-public commercial, security and personal information, use it only for the Order and disclose it only to people who need it and are subject to appropriate duties, or where disclosure is required by law.

13.2 Pre-existing intellectual property remains with its owner. The Supplier grants ToroMobile the limited rights needed to inspect Devices and record identifiers, images, test results and transaction evidence for the Order, compliance and record-keeping.

14. Remedies and indemnity

14.1 If a Device is materially misdescribed, short in quantity, unsafe or unlawfully supplied, ToroMobile may reject it, revise its valuation, require return of sums paid, or terminate the affected Order.

14.2 The Supplier will indemnify ToroMobile against reasonable, properly evidenced third-party losses arising directly from the Supplier’s breach of title or authority, unlawful supply, or deliberate failure to disclose a known hazardous condition. ToroMobile must mitigate loss and allow the Supplier reasonable participation in the defence of a third-party claim.

15. Liability

15.1 Nothing limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot lawfully be limited.

15.2 Subject to clause 15.1, each party’s total aggregate liability arising from an Order, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, is limited to the final purchase price payable under that Order.

15.3 Subject to clause 15.1, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings, goodwill or reputation.

15.4 The cap in clause 15.2 does not reduce the Supplier’s obligation to repay purchase money for Devices to which it had no title, or ToroMobile’s obligation to pay an accepted Final Valuation. Each limitation applies only so far as reasonable and permitted under applicable law.

16. Insurance

Each party will maintain insurance that is appropriate to its activities and reasonably sufficient for risks it assumes under an Order, and will provide reasonable evidence of cover on request.

17. Compliance

Each party will comply with applicable law, including anti-bribery, sanctions, tax, environmental, health-and-safety and data-protection requirements. Neither party must cause the other to commit an offence or regulatory breach.

18. Suspension, termination and events outside control

18.1 A party may terminate an affected Order immediately for a material breach that cannot be remedied, or that is not remedied within 10 Business Days after written notice. ToroMobile may suspend an Order immediately for a credible ownership, fraud, sanctions, safety, waste or data-security concern.

18.2 Neither party is liable for delay caused by an event beyond its reasonable control, provided it notifies the other and takes reasonable steps to reduce the effect. Payment obligations already due are not excused.

19. General

19.1 Notices must be in writing and sent to the business or email address stated in the Order. Routine operational messages may be sent by email.

19.2 Neither party may assign an Order without the other’s written consent, not to be unreasonably withheld, except to an affiliate or as part of a business transfer where performance is not materially prejudiced.

19.3 The Order is the entire agreement about its subject matter. Changes must be agreed in writing. Delay in exercising a right is not a waiver. If a provision is invalid, the rest remains effective. No third party has a right to enforce the Order under the Contracts (Rights of Third Parties) Act 1999.

20. Disputes, law and jurisdiction

20.1 The parties will first ask authorised managers to try to resolve a dispute in good faith. They may agree to mediation, but neither party is prevented from seeking urgent relief or starting proceedings where necessary.

20.2 Each Order and any non-contractual obligations arising from it are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Contact

Email: hello@toromobile.co.uk

Website: toromobile.co.uk

Registered office: Agents House, Main Street, Denton, Grantham, England, NG32 1JW