(1) The act of sale is effective after acceptance by the Seller of the order submitted by the Buyer.
Offers and quotations do not constitute a contract and are of no contractual value.
No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and when confirmed in writing by the Seller or the Seller‘s representative.
Verbal agreements or arrangements with the Seller‘s employees shall only be binding unless and when they are confirmed in writing by the Seller.
In order to be legally effective, declarations of acceptance and all orders require written confirmation from the Seller (order confirmation) or written confirmation by email and/or fax are sufficient.
All order acceptances are given exclusively on the basis of these General Terms and Conditions of Sale and Delivery. Supplements, amendments and verbal agreements shall require a written confirmation by the Seller to be legally binding.
Revocation of an order already sent by the Buyer and confirmed by the Seller shall be inadmissible. Changes in the terms of the order (quantity, reference or technical specifications) shall only be admissible within 24 hours after the order confirmation has been sent by the Seller.
(2) The quantity, quality and description of any specifications for the Goods shall be those set out in the Seller‘s quotation (if accepted in writing by the Buyer through an order) or the Buyer’s order (if accepted in writing by the Seller through the order confirmation).
Any such specification, sales literature, quotation etc. shall be strictly confidential and must not be made available to third parties. The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the contract in accordance with its terms. If the Goods are to be manufactured or any process is to applied to the Goods by the Seller in accordance with the specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual rights of any other person which results from the Seller‘s use of the Buyer’s specification. The Seller reserves the right to make any changes in the specification of the Goods which may be required to conform to applicable statutory requirements, without being held responsible for such changes.
(3) In addition, where the Goods are to be supplied to the Seller‘s specification, the Seller reserves the right to make any changes which do not materially affect the quality or performance of the Goods.
(4) The information contained in any selling documents prepared by the Seller is only indicative and shall not be legally binding.
(5) Any analysis or study undertaken or delivered on request of the Buyer has to be verified by him before use. The Seller accepts no responsibility and shall have no liability in contract, tort or otherwise to the Buyer or other third parties in relation to the content of such documents.
(6) The seller shall charge a fee of EUR 5,00 for third-party deals (direct deliveries, drop shipment fee).
(7) The seller shall charge a processing fee of EUR 5,00 for orders that are not placed online via the Phaesun Off-Grid Square (by fax, by email, by telephone, etc.).
(8) The minimum order value is EUR 250,00. If the order value is below this amount, a processing fee of EUR 12,00 will be charged for each order.
(9) A fee of 10% of the order value will be charged for the cancellation of an order that has already been placed by the buyer and confirmed by the seller.

(1) Unless stated otherwise, all prices are given by the Seller on an ex-works (Incoterms 2020) basis, and where the Seller agrees on demand of the Buyer to deliver the Goods elsewhere as at the Seller‘s premises, the Buyer shall be liable to pay the Seller‘s charges for transport, packaging and insurance.
(2) Unless stated otherwise, the Seller is bound by the prices named in its offers for a period of 30 days from the date of the offer.
(3) The prices named in the Seller‘s order confirmation plus the statutory Value Added Tax at the time of the delivery or service are binding. Further deliveries and services are calculated and to be paid for separately. The prices given in the order confirmation do not, unless it has been agreed otherwise, include postage and packaging.
(4) If at least three (3) months have, for any reason, passed between the conclusion of the contract and the delivery of the product, the Seller may raise the purchase price by an amount which corresponds to: the rise in the cost-of-living index and
a modification of a tariff agreement and
higher production costs and
a currency regulation and
an alteration of duties and
a significant increase in the costs of materials
and other costs of manufacture or any change in delivery dates.
(5) The price is exclusive of any applicable Value Added Tax, which the Buyer shall be additionally liable to pay to the Seller.

(1) The Buyer shall pay the price of the Goods within the time specified by the Seller from the date of the Seller‘s invoice. Trade discounts need the prior written approval of the Seller.
(2) Payment shall be effected by interbank payment transaction only; no cheque or bill of exchange will be considered as fulfilment of the payment obligation. It may be agreed between the parties that the Buyer has to deliver a Letter of Credit issued by a bank acceptable to the Seller. In this individual case it is assumed that any Letter of Credit will be issued in accordance with the Uniform Customs and Practice for Documentary Credits, latest Revision, ICC Publication No. 600. If the Buyer fails to make payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall at his discretion be entitled to:
– cancel the contract or suspend any further deliveries to the Buyer;
– in the event of payment default, statutory default interest shall apply in accordance with Section 288 (2) of the German Civil Code (BGB). The Buyer shall be entitled to prove that the delay of payment caused no or little damage only.
(3) All orders shall be accepted under the provision that the Buyer is in the position to pay the complete amount of the purchase price. If this prerequisite is no longer fulfilled, which shall be assumed if unfavourable information about the Buyer’s economic situation exists or payments are not made within the agreed payment period, then the Seller can demand immediate cash payment before delivery of the commodities, regardless of the agreed payment date. In the event of a considerable deterioration of the financial situation of the Buyer becoming known after conclusion of the contract or in the event of arrears in payment, the Seller shall have the right to withdraw from the contract and to demand immediate settlement of all claims, both due for payment and not yet due for payment. If the Seller makes use of the right to withdraw from the contract, the Buyer shall reimburse the Seller for the loss of profits or expenditure incurred with a view to the order placed, in particular with a view to the working hours taken up. Payments must be made exclusively to the Seller.
(4) Rights of offset shall not be allowed.

(1) The deadlines and time periods indicated by the Seller are not binding, unless agreed otherwise in writing. The Seller is not responsible for delays of delivery due to Force Majeure or due to events which make the delivery considerably more difficult or impossible for the Seller, even if binding time periods and delivery deadlines have been agreed. Those events permit the Seller to delay the delivery or service for the duration of the hindrance, or to withdraw from the contract in full or in part in relation to that part that has not been fulfilled. The Seller is always permitted to carry out partial services or deliveries.
(2) The start of the delivery period stated by the Seller is subject to the clarification of all technical questions. Compliance with the delivery obligation of the Seller shall further presuppose punctual and proper performance of the Buyer’s obligations. The right to the plea of non-performance of contract shall remain reserved.
(3) Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller‘s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place. If the Buyer falls into arrears of acceptance of the Goods or culpably breaches other cooperation duties, the Seller shall be entitled to demand reimbursement of the costs incurred by the Seller to this extent, including all and any additional expenditure and other damages. The right of the Seller to further-reaching claims shall remain reserved.
(4) Where delivery of the Goods is to be made by the Seller in bulk, the Seller reserves the right to deliver up to 3% more or 3% less than the quantity ordered without any adjustment in the price, and the quantity so delivered shall be deemed to be in the quantity ordered.
(5) If a fixed and binding time for delivery is provided for in the contract, and the Seller fails to deliver (in accordance with Point (3) of this Article) within such time or any extension thereof granted, the Buyer shall be entitled, on condition that the arrears in delivery are based on a breach of contract by malice aforethought or gross negligence of the Seller and on giving to the Seller within a reasonable time notice in writing, to claim a reduction of 0,1% of the delivery value for each completed week of arrears, albeit no more than 3% of the delivery value, unless it can be reasonably concluded from the circumstances of the particular case that the Buyer has suffered no loss.
(6) Liability for any loss of profits or any other consequential losses, including liability for loss of income which can otherwise customarily be achieved with the sold product(s), shall be ruled out.
(7) To the extent possible, the quantity ordered by the Buyer shall be provided. Any difference in quantity resulting from the delivery note or the invoice shall be notified to the Seller in writing, albeit not later than five (5) working days after receipt of the commodities.
(8) If the Buyer fails to accept delivery on due date, he shall nevertheless make payment as if the delivery of the Goods had been accepted. The Seller shall arrange for the storage of the Goods at the risk and cost of the Buyer. If required by the Buyer the Seller shall insure the Goods at the cost of the Buyer.

(1) In the case of Goods to be delivered at the Seller‘s premises (ex works, Incoterms 2020) the risk shall pass to the Buyer at that time when the Seller notifies the Buyer that the Goods are available for collection.
(2) In the event of dispatch being impossible without culpability on the part of the Seller, the risk shall pass to the Buyer upon notification of availability for dispatch.
(3) The risk of damage to or loss of the Goods shall pass to the Buyer as soon as the Goods have been handed over to the person carrying out the transportation, or as soon as the Goods have left the Seller‘s warehouse. This shall also apply when the Seller is assuming the transport costs.
(4) The Buyer shall check the incoming Goods immediately after receipt. Complaints of any kind shall be ruled out if they are not made within 14 days after the receipt of the Goods.
(5) Complaints or claims in relation to hidden defects which are difficult to discover in the course of the customary examination shall be addressed directly to the manufacturer.
(6) Defects of part of the delivery shall not entitle the Buyer to make claims in relation to the entire commodities within a delivery.

(1) Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these conditions, the property in the Goods shall not pass to the Buyer until the Seller has received full payment of the price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due.
(2) If the Buyer acts in breach of the contract, in particular in the case of payment default, the Seller shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the Goods in which title remains vested in the Seller;
(3) Until such time as the property in the Goods passes to the Buyer (passage of ownership), the Buyer shall hold the Goods as the Seller‘s fiduciary agent, and shall keep the Goods properly stored, protected and insured at his own costs.
(4) Until passage of ownership the Buyer shall be entitled to resell or use the Goods in the ordinary course of its business, but shall account to the Seller for the proceeds of sale or otherwise of the Goods including insurance proceeds, and shall keep all such proceeds separate from any moneys or properties of the Buyer and third parties.
(5) If the Goods are processed or reshaped by the Buyer and if processing is done with Goods that the Seller has no property in, the Seller shall become co-owner of the new object in the ratio of the value of the object of purchase (final invoice amount excluding VAT). If the blending is done in such a way that Buyer’s object is to be regarded as the main object, it shall be deemed agreed that the Buyer assigns co-title to the Seller pro rata.
(6) If third parties take up steps to pledge to otherwise dispose of the Goods, the Buyer shall immediately notify the Seller in order to enable the Seller to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Buyer fails to do so in due time he will be held liable for any damages caused.
(7) The Seller shall on demand of the Buyer release any part of the collateral if the value of the collateral held in favor of the Seller exceeds the value of the claims being secured. It is to the Seller‘s decision to release those parts of the collateral suitable for him.

(1) General provisions: With the exceptions of gross negligence of the Seller and with the exception of personal injury, the Seller‘s liability is limited, for all claims of the Buyer in aggregate, to the value of goods & services received by the Buyer to the extent such have been paid by the Buyer at the date of the Buyer’s claim. The Buyer warrants the waiver of liability from his insurers or from third party which have entered into separate contractual agreements with him, against the Seller or the Seller‘s insurers beyond the limits and exclusions mentioned above.
(2) Liability for errors in Buyer’s documents: The Seller is not liable for any damages due to the Buyer’s or third party errors relating to the contract execution, nor damages resulting from the use of technical documents, data or other information provided by the Buyer containing errors undetected by the Seller.
(3) Liability for consequential damages and/or intangible damages: Under no circumstances, the Seller shall be liable for damages consequential and/or indirect such as: operating loss of profit, commercial loss or any other consequential losses (including consequential and/or indirect damages for installation costs, transportation costs, handling fees, travel costs, etc.).

(1) The statutory warranty rights applicable to business-to-business (B2B) transactions shall apply. The Buyer shall be obliged to inspect the goods without undue delay upon receipt in accordance with Section 377 of the German Commercial Code (HGB) and to notify the Seller in writing without undue delay of any apparent defects. With regard to defects that are not apparent upon inspection, the Buyer shall be obliged to notify the Seller in writing without undue delay upon discovery of such defects, in accordance with the applicable statutory provisions.
(2) The Buyer shall be entitled to the delivery of replacement goods, the repair of the defective or damaged goods, or a price reduction in accordance with the terms and conditions agreed in the respective purchase agreement. The Seller shall not be liable for any loss of profits, loss of income or other financial losses arising from defects, delayed delivery or the inability to use the goods supplied.
(3) Where the Buyer has a legitimate claim for a remedy in respect of defective or faulty goods and has notified the Seller of such claim in accordance with the applicable contractual terms and conditions, the Seller shall have sole discretion to determine whether to provide the Buyer with a free replacement of the defective product or to repair the product.
(4) The Seller acts solely as a wholesaler and shall not be liable for the suitability of the goods supplied for any intended use by the Buyer that has not been expressly agreed upon by the parties. The Buyer shall be solely responsible for selecting the products and for determining and verifying their suitability for the intended application.(5) The products supplied may only be installed and operated in accordance with the applicable statutory requirements, generally accepted technical standards and the installation, commissioning and operating instructions of the respective manufacturers. Where the manufacturer requires installation by a qualified specialist company as a prerequisite for the proper use or operation of the products or for maintaining any warranty or guarantee claims, compliance with such requirement shall be the sole responsibility of the Buyer.
(6) Where a manufacturer’s warranty applies to individual products, such warranty is provided solely as a voluntary benefit by the respective manufacturer. The content, scope, duration and conditions of such warranty shall be governed exclusively by the manufacturer’s applicable warranty terms. Such manufacturer’s warranty shall not create any additional warranty obligation on the part of the Seller. The Buyer’s statutory rights in respect of defects against the Seller shall remain unaffected.

(1) The Seller reserves the right to improve or modify any of the products without prior notice, provided that such improvement or modification shall not affect the form and function of the product.
(2) This agreement may not be assigned or transferred without the prior written consent of both parties.
(3) Each party shall bear all costs and expenses incurred by it in connection with the performance of its obligations under this agreement.
(4) In the event of any discrepancy or inconsistency between the different language versions of these General Terms and Conditions, the German version shall prevail.
(6) The Buyer undertakes not to sell, supply, export, re-export or otherwise transfer, directly or indirectly, the goods supplied to Russia or to any territories controlled by or associated with Russia, including Belarus, Crimea, Donetsk, Luhansk, Zaporizhzhia and Kherson. The Buyer further undertakes not to sell, supply or otherwise transfer the goods supplied to any third party if the Buyer knows or ought reasonably to know that such third party intends to act in breach of this clause. The Buyer warrants that it will comply with all applicable national, European and international sanctions, export control regulations and embargo provisions. In the event of any breach of these obligations, the Seller shall be entitled to withdraw from the agreement, demand the return of any goods already delivered and claim damages. Any further statutory rights and remedies shall remain unaffected.

(1) These Terms and Conditions shall be governed by and construed in accordance with German law with respect to all contracts concluded between Phaesun GmbH and the Buyer.
(2) Each party hereby agrees that any legal action shall be brought before the court having jurisdiction at the Seller’s chosen place of jurisdiction.
(3) If the Buyer is a registered commercial entity (Kaufmann) within the meaning of the German Commercial Code (HGB), the courts at the Seller’s registered office shall have jurisdiction. The Seller shall, however, also be entitled to bring legal proceedings against the Buyer before the courts having jurisdiction at the Buyer’s registered office.

In the event of any discrepancy or inconsistency between the different language versions of these General Terms and Conditions, the German version shall prevail.