Terms & Conditions of Sale
The terms below govern every offer, quotation, order, sale and delivery of goods made by Voltaxion Limited to any business customer.
1. Scope and Application
1.1 These Terms and Conditions of Sale ("Terms") govern every offer, quotation, order, sale and delivery of goods made by Voltaxion Limited ("Voltaxion", "we", "us", "our") to any business customer ("Buyer").
1.2 Voltaxion is a business-to-business ("B2B") wholesale distributor of smartphones, tablets, accessories and related consumer electronics. Voltaxion does not sell to consumers. By placing an order, the Buyer represents and warrants that it is a professional buyer purchasing exclusively for the purpose of commercial resale or business use.
1.3 These Terms apply to the exclusion of any general terms or conditions which the Buyer may seek to impose. No variation to these Terms shall be binding unless agreed in writing and signed by a duly authorised representative of Voltaxion.
1.4 Voltaxion operates through a global network with regional fulfilment hubs located in Hong Kong, Shenzhen, Dubai, Rotterdam and Miami. References to "Voltaxion's network" or "our hubs" refer to this self-operated logistics and distribution footprint.
2. Definitions
2.1 "Order" means a written purchase request submitted by the Buyer.
2.2 "Order Confirmation" means the written acknowledgement issued by Voltaxion accepting an Order, in whole or in part.
2.3 "Goods" means the products supplied or to be supplied under an Order Confirmation.
2.4 "Incoterms" means Incoterms 2020 published by the International Chamber of Commerce.
2.5 "Business Day" means any day other than a Saturday, Sunday or public holiday in Hong Kong.
2.6 "MOQ" means the minimum order quantity, fixed at one hundred (100) units per Order unless expressly agreed otherwise in writing.
3. Eligibility of Buyers
3.1 Voltaxion sells exclusively to professional buyers, including repair shops, resellers, distributors, refurbishers and corporate end-users.
3.2 The Buyer warrants that:
- (a) it is duly registered as a business entity in its jurisdiction;
- (b) it holds all licences and registrations required to import, hold and resell the Goods;
- (c) it is purchasing the Goods for legitimate B2B resale or business use, and not for personal consumption; and
- (d) it is not acting on behalf of, or for the benefit of, any person or entity subject to trade or financial sanctions imposed by the United Nations, OFAC, the European Union, the United Kingdom or Hong Kong.
3.3 Voltaxion may request Know-Your-Customer ("KYC") documentation at any time, including company registration documents, beneficial ownership information and proof of trading address. Voltaxion may suspend or terminate any Order pending receipt of satisfactory KYC documentation.
4. Quotations and Pricing
4.1 Quotations are issued in writing by Voltaxion and remain valid for twenty-four (24) to forty-eight (48) hours from the time of issuance, as expressly stated on the quotation. After this period the quotation lapses automatically.
4.2 Prices are quoted in the Buyer's selected currency from the following: Euro (EUR), United States Dollar (USD), Hong Kong Dollar (HKD), Pound Sterling (GBP) or United Arab Emirates Dirham (AED). The currency selected on the quotation governs the entire transaction.
4.3 Prices are exclusive of all taxes, duties, levies, freight, insurance and bank fees, unless expressly stated otherwise.
4.4 The final price is locked at the moment Voltaxion issues an Order Confirmation. Prices remain subject to change until that point, including in the event of currency volatility, supply movements, or material change in market conditions.
4.5 Quoted prices are conditional on stock availability at the time of Order Confirmation. Where stock is unavailable, Voltaxion may propose an alternative grade, model or quantity, which the Buyer may accept or reject in writing.
5. Orders and Order Acceptance
5.1 All Orders must be submitted in writing (email or via the voltaxion.com order portal) and shall reference the relevant quotation number.
5.2 Each Order is subject to a minimum order quantity of one hundred (100) units. Voltaxion reserves the right to refuse any Order below MOQ.
5.3 No Order is binding on Voltaxion until Voltaxion has issued a written Order Confirmation. Stock allocation and Order acceptance will be confirmed within four (4) Business Hours of Order receipt during normal trading hours in Hong Kong.
5.4 Once an Order Confirmation has been issued, the Buyer shall not cancel, amend or reduce the Order. Any cancellation requested by the Buyer after Order Confirmation will incur a restocking fee equal to one hundred per cent (100%) of the Order value, regardless of whether the Goods have shipped.
5.5 Voltaxion may, at its sole discretion, cancel an Order Confirmation and refund any prepayment in full if:
- (a) the Goods become unavailable due to circumstances beyond Voltaxion's reasonable control;
- (b) the Buyer fails KYC verification; or
- (c) Voltaxion identifies a pricing or specification error in the Order Confirmation, provided notice is given to the Buyer within twenty-four (24) hours of Order Confirmation.
6. Quality Grading
6.1 The Goods are sold under one of the following standardised grades. The detailed inclusion and exclusion criteria for each grade are set out in the Voltaxion Quality Grading Specification, which forms an integral part of these Terms.
- (a) New / Sealed — Factory-sealed, never opened, full manufacturer warranty applies.
- (b) Grade A (Refurbished) — Excellent cosmetic condition; minimal or no visible signs of use; fully functional.
- (c) Grade AB — Good cosmetic condition; minor scratches consistent with normal use; fully functional.
- (d) Grade B — Acceptable cosmetic condition; visible scratches to screen and/or chassis; fully functional.
- (e) Grade D — Functional, with cosmetic flaws including scratches and minor screen issues such as light spots or faint shadows.
6.2 All graded Goods (other than New / Sealed) have passed Voltaxion's standard functional test, have had their IMEI verified, and have been factory reset prior to dispatch.
6.3 Grading is a descriptive standard, not a warranty. The Buyer acknowledges that graded Goods are sold "as described" against the criteria in the Quality Grading Specification.
7. Delivery and Incoterms
7.1 Unless agreed otherwise in writing, the default Incoterm is EXW (Ex Works) Hong Kong, or EXW the regional hub from which the Goods are dispatched.
7.2 Alternative Incoterms (FOB, CIF, CIP, DAP, DDP) are available subject to written agreement and adjustment to the price.
7.3 Voltaxion will dispatch from the regional hub (Hong Kong, Shenzhen, Dubai, Rotterdam or Miami) most appropriate for the Buyer's destination, at Voltaxion's discretion.
7.4 Risk in the Goods passes to the Buyer in accordance with the agreed Incoterm. Title in the Goods passes to the Buyer only upon Voltaxion's receipt of cleared funds in full.
7.5 Delivery dates are estimates only. Voltaxion shall not be liable for any direct, indirect or consequential loss arising out of delay in delivery, provided Voltaxion has used commercially reasonable efforts to meet the indicated date.
7.6 If the Buyer fails to take delivery within seven (7) Business Days of notification that the Goods are ready, Voltaxion may charge storage at prevailing rates and, after fourteen (14) Business Days, may resell the Goods and apply the proceeds against the Buyer's account.
8. Payment
8.1 Payment terms are 100% T/T (telegraphic transfer / wire transfer) prepayment prior to Order processing. Voltaxion will not allocate stock, prepare or dispatch Goods until cleared funds have been received in full.
8.2 Voltaxion does not accept cash on delivery, credit cards, instalment payments, consumer-grade payment platforms, or any form of credit, deferred payment, or open account.
8.3 Escrow services are not accepted unless expressly agreed in writing by a director of Voltaxion in advance of Order Confirmation.
8.4 All bank charges, intermediary bank fees and currency conversion fees on the Buyer's side are borne by the Buyer. The amount received in Voltaxion's account must equal the invoiced amount in full; any shortfall must be settled before Goods are released.
8.5 Payments are deemed received only when funds are cleared and available in Voltaxion's designated bank account.
8.6 Voltaxion's bank details will be communicated solely via official Voltaxion email addresses or via the voltaxion.com portal. The Buyer is responsible for verifying any change in payment instructions directly with Voltaxion via a known telephone contact. Voltaxion will not be liable for losses arising from the Buyer's reliance on fraudulently altered payment instructions.
9. Inspection and Disputes
9.1 The Buyer shall inspect the Goods on receipt. The Buyer has forty-eight (48) hours from delivery (as evidenced by carrier proof of delivery) to file a written dispute notice with Voltaxion.
9.2 After forty-eight (48) hours, the Goods are deemed accepted, and no claim relating to quantity, grade, cosmetic condition or functional state shall be entertained.
9.3 A dispute notice shall include:
- (a) the Voltaxion Order Confirmation number and invoice number;
- (b) the specific IMEI or serial number of each disputed unit;
- (c) clear photographic evidence;
- (d) video evidence where the dispute concerns functionality; and
- (e) a precise description of the alleged non-conformity by reference to the relevant grade definition.
9.4 Voltaxion shall investigate the dispute and issue a written decision within five (5) Business Days of receipt of a complete dispute notice.
9.5 Where Voltaxion upholds the dispute, the resolution shall be at Voltaxion's discretion and limited to one or more of: (i) replacement of the affected units; (ii) issue of a credit note against future Orders; or (iii) a partial refund.
9.6 In no event shall Voltaxion's aggregate liability under a dispute exceed the invoice value of the affected units.
9.7 Further detail on the dispute procedure is set out in the Voltaxion Returns & Dispute Policy, which forms an integral part of these Terms.
10. Warranty and Warranty Exclusions
10.1 New / Sealed Goods: the manufacturer's warranty applies and is to be claimed by the Buyer or end customer directly with the manufacturer or the manufacturer's authorised service network. Voltaxion gives no separate warranty on New / Sealed Goods beyond the grade description.
10.2 Grade A and Grade AB Goods: Voltaxion provides a limited functional warranty of thirty (30) days from delivery, covering manufacturing or refurbishment defects that render the unit non-functional. Cosmetic claims are excluded.
10.3 Grade B and Grade D Goods: sold as-described. No warranty is given for cosmetic claims. A limited functional warranty of fourteen (14) days from delivery applies, covering only complete functional failure not disclosed in the grade description.
10.4 The warranty shall not apply, and Voltaxion shall have no liability, in respect of:
- (a) any damage caused by water, liquid ingress, moisture or oxidation post-delivery;
- (b) any physical, impact, drop or pressure damage post-delivery;
- (c) any damage or defect arising from jailbreak, root, unlocking, firmware modification, third-party software, unauthorised repair or alteration;
- (d) any defect caused by use of non-genuine accessories, chargers or batteries;
- (e) any cosmetic deterioration or normal wear and tear post-delivery;
- (f) any unit whose IMEI or serial number has been altered, removed or rendered illegible; or
- (g) any unit reported lost, stolen, blacklisted or subject to a carrier or financing block after Voltaxion's dispatch.
10.5 Save as expressly set out in these Terms, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11. Limitation of Liability
11.1 Nothing in these Terms shall limit or exclude any liability that cannot be limited or excluded under Hong Kong law, including liability for death or personal injury caused by negligence or for fraud.
11.2 Subject to clause 11.1, Voltaxion's total aggregate liability arising under or in connection with an Order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the invoice value of the Goods giving rise to the claim.
11.3 Voltaxion shall not be liable for any loss of profits, loss of business, loss of goodwill, loss of anticipated savings, loss of data, or any indirect, special or consequential loss, howsoever arising.
12. Intellectual Property and Confidentiality
12.1 All trademarks, brand names and product references remain the property of their respective owners. The Buyer obtains no rights in any intellectual property by virtue of the sale.
12.2 The Buyer shall not remove, alter or obscure any manufacturer markings, serial numbers or IMEI on the Goods.
12.3 Voltaxion's pricing, stock lists, quotations and commercial terms are confidential. The Buyer shall not disclose, publish, resell, republish, scrape or otherwise distribute Voltaxion's pricing data or stock lists to any third party, except to the extent strictly necessary for the Buyer's internal procurement process.
12.4 Each party shall treat as confidential any non-public information disclosed by the other in connection with an Order. Customer data held by Voltaxion is processed in accordance with the Voltaxion Privacy Notice and applicable data protection law.
13. Compliance, Export Controls and Sanctions
13.1 The Buyer is solely responsible for:
- (a) all import duties, taxes, VAT, customs charges and levies in the destination country;
- (b) obtaining all import licences, type approvals, regulatory certifications (including, where applicable, CE, FCC, RoHS, WEEE, telecom homologation) required for the lawful importation, distribution and resale of the Goods; and
- (c) compliance with all consumer protection, recycling, take-back, labelling and after-sales obligations applicable in the destination country.
13.2 The Goods may be subject to export control laws of Hong Kong, China, the European Union, the United States and other jurisdictions. The Buyer shall not export, re-export or transfer the Goods, directly or indirectly, to any destination, end-user or end-use prohibited by such laws.
13.3 Voltaxion will not sell to, and the Buyer warrants that it will not onward-sell to, any destination, person or entity subject to sanctions imposed by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom or Hong Kong.
13.4 Breach of clauses 13.2 or 13.3 entitles Voltaxion to suspend or terminate any and all Orders with immediate effect, without liability, and to retain any sums prepaid pending investigation.
14. Force Majeure
14.1 Neither party shall be in breach of these Terms, nor liable for delay or failure to perform any obligation (other than an obligation to pay money already due), if such delay or failure results from a Force Majeure Event.
14.2 A Force Majeure Event means any event beyond the reasonable control of the affected party, including without limitation: act of God, war, armed conflict, terrorism, civil unrest, riot, embargo, sanctions, government act or order, pandemic, epidemic, public health emergency, natural disaster, fire, flood, earthquake, typhoon, strike or labour dispute (other than involving the party's own workforce), failure of energy, telecommunications or transport networks, port closure, customs blockade, and disruption to Voltaxion's network or fulfilment hubs.
14.3 The party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate the effects. If the Force Majeure Event continues for more than sixty (60) calendar days, either party may terminate the affected Order by written notice, and Voltaxion shall refund any prepayment in respect of Goods not yet dispatched.
15. Termination
15.1 Voltaxion may terminate any Order or business relationship with immediate effect by written notice if the Buyer:
- (a) commits a material breach of these Terms which is incapable of remedy, or which the Buyer fails to remedy within seven (7) Business Days of written notice;
- (b) becomes insolvent, enters administration, liquidation or any analogous procedure;
- (c) fails KYC re-verification; or
- (d) is found to be in breach of clauses 3, 12 or 13.
15.2 Termination shall not affect rights and obligations accrued prior to termination.
16. Governing Law and Jurisdiction
16.1 These Terms, and any dispute or claim arising out of or in connection with them, including non-contractual disputes, shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region.
16.2 Subject to clause 16.3, the courts of the Hong Kong SAR shall have exclusive jurisdiction.
16.3 For any dispute where the amount in controversy exceeds USD 50,000, either party may elect, by written notice to the other, to refer the dispute to final and binding arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force at the time of submission. The seat of arbitration shall be Hong Kong. The tribunal shall consist of one arbitrator. The language of arbitration shall be English.
17. General
17.1 Notices. All notices shall be in writing and sent to the registered email address of the recipient.
17.2 Assignment. The Buyer may not assign, transfer or subcontract any of its rights or obligations without Voltaxion's prior written consent. Voltaxion may assign or transfer its rights and obligations to any affiliate or successor.
17.3 Entire agreement. These Terms, together with the Order Confirmation, the Quality Grading Specification and the Returns & Dispute Policy, constitute the entire agreement between the parties and supersede all prior communications.
17.4 Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force.
17.5 No waiver. No failure or delay by Voltaxion to exercise any right shall constitute a waiver of that right.
17.6 Third party rights. A person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Ordinance (Cap. 623) to enforce any term.
17.7 Language. The English version of these Terms shall prevail over any translation.
Voltaxion Limited
voltaxion.com · trade@voltaxion.com
End of Terms and Conditions of Sale, Version 1.0.