Terms and conditions

1. General

1.1 In these general delivery and payment conditions the following terms are defined as stated below:

• Libra Libra Energy B.V., Eendrachtsstraat 199, 1951 AX Velsen-Noord, The Netherlands, registered in the trade register of the Netherlands Chamber of Commerce under Chamber of Commerce number 37140128;
• Customer: Libra’s contracting party, or the party to whom Libra sends an offer, or the party who requests Libra to make an offer, or the party who places an order with Libra;
• Third Party: legal entity or natural person other than the Customer or Libra;
• Supplier: the party from whom Libra purchases any goods to be supplied to the Customer;
• Agreement: any type of contract to which Libra is a party;
• General Terms and Conditions: the general delivery and payment conditions of Libra filed with the District Court of Noord-Holland, Haarlem, the Netherlands on 27 March 2020, number 8/2020.

1.2 All offers and quotations of, agreements with and deliveries by Libra are subject to these General Terms and Conditions, unless expressly agreed otherwise in writing. Libra will never be considered to have accepted, implicitly or otherwise, the applicability of the general purchase or sales conditions of a Customer or Third Parties.
1.3 Insofar as any articles of these General Terms and Conditions, or parts thereof, are invalid or will be invalidated, the remaining articles, or parts thereof, will continue to apply in full.
1.4 Headings above articles are for ease of reading only, but do not give articles or parts thereof a broader or narrower meaning.
1.5 In the event of differences in interpretation between the Dutch and English versions of these General Terms and Conditions, the version in Dutch will prevail as to meaning.
1.6 Deviations from these General Terms and Conditions are only binding upon Libra to the extent that they have been agreed with Libra in writing.
1.7 The Customer accepts that employees of Libra or Third Parties engaged by Libra in the implementation of any agreement may invoke the provisions of these General Terms and Conditions against the Customer.

2. Offer and Agreement

2.1 Every offer made by Libra is free of obligation unless Libra has stated in writing that it is not free of obligation. Communications and data on Libra’s website relating to goods to be sold apply as an invitations to make an offer, and are not binding upon Libra.
2.2 Agreements with Libra will be established, among other things, by the establishment by Libra of the agreement, in writing or otherwise, or by the acceptance by the Customer of a written offer by Libra.
2.3 Specifications, drawings, calculations, product descriptions, measurements, technical data and other information forming part of an offer, quotation or agreement will be considered as approximate indications, and are not binding upon Libra.
2.4 Verbal undertakings made by employees of Libra will not be binding upon Libra unless such undertakings have been confirmed in writing to the Customer on behalf of Libra by a person authorised to represent Libra.
2.5 The Customer is fully responsible for all inaccuracies in the data and specifications provided by or on behalf of the Customer to Libra in connection with goods to be delivered to the Customer.
2.6 Advice provided by Libra for which Libra does not charge a Customer a fee is free of obligation. No rights may be derived by a Customer or Third Parties from such advice.
2.7 If a Customer is only partly prepared to accept an offer or quotation, no partial agreement will come about unless Libra confirms to the Customer in writing that it wishes to be bound by an offer or quotation that has been partly accepted.

3. Prices and payment conditions

3.1 The prices quoted or confirmed by Libra only apply to the goods specified in the offer or quotation or confirmation. Unless otherwise agreed with the Customer, prices are exclusive of transport costs, insurance and packaging costs, import and export duties and other government levies and other additional costs imposed in any country.
3.2 Prices quoted or confirmed by Libra are subject to change due to external factors over which Libra has no control. Related price increases will be passed on if more than one month has elapsed or will elapse between the date of the agreement and the date of delivery.
3.3 Payments will only be in full discharge if they are made by crediting to the bank account number with the name as stated on Libra’s invoice and insofar as Libra’s invoice number is stated as the payment reference on the transfer.
3.4 Each invoice from Libra must be paid within fourteen days of the invoice date but no later than before transport or shipment of the goods, unless agreed otherwise in writing. Libra is entitled to send partial invoices for partial deliveries.
3.5 In the event of late payment, the Customer is in default and is liable to pay statutory commercial interest from the due date.
3.6 Payment is due without any right to discount, suspension and/or set-off.
3.7 If the Customer does not pay on time, Libra is entitled to hand over its claim for collection. The extrajudicial collection costs will be borne by Customer. The extrajudicial costs will amount to at least 15% of the invoice amount plus accrued interest, with a minimum of €300 excluding VAT per invoice.
3.8 Libra is at all times entitled to require the Customer to provide security acceptable to Libra before Libra is obliged to proceed with delivery.

4. Delivery, force majeure

4.1 Libra is a trading company, and only holds limited stocks itself. Agreed delivery times are only indicative and are not binding upon Libra. The delivery time does not start until after the Customer has provided Libra with all technical and other data necessary for delivery. Exceedance of the delivery time by Libra does not entitle the Customer to compensation, dissolution or suspension of its own obligations under an agreement or previous agreements.
4.2 The delivery time will be extended by the duration of delay in the fulfilment on the part of the Customer of an agreement or a previously concluded agreement with Libra. Delivery of goods by Libra will take place ex warehouse, unless otherwise agreed in writing with Libra.
4.3 Libra is entitled to implement an agreement by means of partial deliveries.
4.4 Delivery will only take place following payment of all that the Customer owes Libra, unless otherwise agreed in writing.
4.5 A failure that is not attributable to Libra, hereinafter referred to as ‘force majeure’, within its meaning in the Dutch Civil Code and case law, will be understood to include, among other things, untimely or incorrect delivery by Libra’s Suppliers or carriers engaged by Libra, traffic jams irrespective of their cause, government measures, fire, water damage, failures in the supply of energy or failures in means of communication, hardware and software failures, internet failures, email traffic failures, illness of persons involved in the implementation of an agreement, destruction of Libra’s property and import or export impediments, whether or not as a result of Brexit, as well as theft.
4.6 If force majeure due to any cause lasts for longer than three weeks after the indicatively stated delivery time, both parties will be entitled to terminate the contract in connection with the part not yet implemented. The Customer only has this right after it has called upon Libra to fulfil its obligations, and set a reasonable deadline for doing so. Insofar as a Customer terminates a contract wholly or partly due to force majeure, the Customer is not entitled to any compensation.

5. Transfer of risk liability

5.1 The risk in respect of goods to be delivered is transferred to the Customer at the time of delivery as referred to in article 4.2, unless a different time of risk transfer has been agreed in writing between Libra and the Customer.
5.2 If the Customer is not present at the delivery location, Libra is entitled to leave the goods to be delivered at the delivery address at the expense and risk of the Customer. Insofar as the Customer is not present at the agreed time of delivery, Libra is further entitled to take away the goods, and the Customer is obliged to pay Libra the full costs of redelivery and storage.
5.3 The Customer accepts that Libra is not liable for damage to delivered goods from the time of delivery, regardless of whether the Customer has taken delivery of the goods at that time.

6. Checking and claims

6.1 The Customer is obliged to check the goods at the time of taking delivery.
6.2 The Customer is obliged to submit complaints in respect of the delivered goods to Libra in writing within seven days of receipt or delivery as referred to in article 5.2. After the expiry of this period, the Customer’s right to invoke any defect or inaccuracy in connection with the delivered goods will lapse, unless there is a guarantee as referred to in article 7.
6.3 The Customer is prohibited from returning to Libra any items that are the subject of a complaint without Libra’s prior written consent. The granting of permission by Libra to return goods does not constitute an acknowledgement by Libra in respect of a claim. A return shipment by the Customer to Libra, regardless of whether Libra has granted permission for this, will always take place at the Customer’s expense and risk.
6.4 If there is a complaint that has not yet been settled, the Customer is not entitled to suspend its payment obligations or other obligations towards Libra arising from any agreement.

7. Guarantee

7.1 Libra only guarantees the soundness of delivered goods under normal use by the Customer and in accordance with the Supplier’s usage instructions. Goods delivered by Libra which show defects will be replaced by Libra or repaired free of charge, at Libra’s discretion, if the Customer proves that these defects arose within six months of delivery and are the direct consequences of the incorrectness or unsoundness of the materials used. Libra does not provide any guarantee for the specific intended use of delivered goods by the Customer or third parties.
7.2 Insofar as the Customer or any third party performs or commissions any repair or change to the delivered goods during the six-month period referred to in Article 7.1, or processes or modifies the delivered goods, Libra is never obliged to provide any guarantee.
7.3 Guarantee provision applies only to the Customer itself, not to third parties.
7.4 Regardless of what is included in these General Conditions in respect of a guarantee, Libra is never obliged to provide a greater guarantee than the guarantee obligations which Libra actually obtains from its supplier. Libra will, at the Customer’s first request, transfer to the extent possible its rights against its Supplier to provide the Customer with a guarantee.

8. Liability and indemnification

8.1 Libra is never liable for damage suffered or to be suffered, unless that damage is the direct and exclusive result of gross negligence or wilful misconduct on the part of Libra or third parties engaged by it in the implementation of any agreement.
8.2 Insofar as Libra is liable, the liability is at all times limited to fulfilment of what Libra has undertaken to do on the basis of the guarantee provisions as stated in Article 7 of these general delivery and payment conditions.
8.3 As a further limitation of liability, the Customer accepts that only damage for which Libra is insured and up to the amount actually paid out by Libra’s insurer qualify for compensation.
Insofar as Libra’s insurer does not pay out, Libra is never obliged to compensate damage up to an amount higher than the invoice amount of the goods to which the liability relates.
8.4 Regardless of that which is stated in Articles 8.1, 8.2 and 8.3, indirect damage suffered by the Customer or third parties, including but not limited to consequential damage, stagnation damage, replacement damage, personal injury damage, damage due to business interruption, loss of profit and loss of turnover, damage caused by third parties engaged by Libra in the implementation of the agreement or damage as a result of the use of delivered goods other than that for which they are intended, is never eligible for compensation.
8.5 The Customer is obliged to take out adequate insurance against damage, in the broadest sense of the word, arising from goods delivered by Libra.
8.6 The Customer is obliged to indemnify Libra against liability by third parties in connection with goods delivered by Libra to the Customer.
8.7 Under penalty of expiry, legal claims against Libra must be filed with the court of competent jurisdiction within one year of a timely complaint.

9. Retention of ownership

9.1 Libra retains ownership of the goods to be delivered, or goods delivered under the terms of any agreement, until payment of all its claims arising from any agreement has been made.
9.2 The Customer is obliged to keep items subject to Libra’s retention of title separate, and to treat them with care. In particular, the Customer is obliged to properly insure these items at its own expense against damage caused by fire, water and theft at new-for-old value.
9.3 In case of attachment/execution by third parties or imminent or actual bankruptcy, suspension of payments or debt restructuring, the Customer must immediately notify Libra in writing so that Libra can take appropriate measures to protect its interests.
9.4 Insofar as the Customer fails to comply with an obligation towards Libra, Libra is entitled, without notice of default being required, to collect the goods that are still the property of Libra, or to have them collected where they are located. The Customer is liable for all costs that Libra has to incur to exercise the retention of title, including but not limited to transport and storage costs. The Customer authorises Libra to enter all plots of land and premises owned, leased or in use by the Customer in order to exercise the rights connected with the retention of title.

10. Applicable law and court of competent jurisdiction

10.1 All agreements with and any offer or quotation by Libra, and any disputes arising from them, are governed exclusively by the laws of the Netherlands, to the exclusion of the laws of other states and to the exclusion of the Vienna Sales Convention.
10.2 Disputes with Libra will at all times be brought before the court of competent jurisdiction in Amsterdam, the Netherlands. Insofar as a dispute belongs to the jurisdiction of the District Court, Cantonal Sector by virtue of mandatory statutory provisions, in deviation from the above, the court has jurisdiction in accordance with the rules of the Dutch Code of Civil Procedure.

Contact details

Libra Energy B.V.,
Eendrachtsstraat 199,
1951AX Velsen-Noord, The Netherlands,
T: +31 (0)88 88 80 300,
E: [email protected]
Chamber of commerce number: 37140128

 

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