ITT Controls B.V.
P.O. BOX 422
NL-3770 AK Barneveld
Terms and conditions
Article 1. Applicability, definitions
1. These conditions apply to every offer and each agreement with ITT B.V., based in Barneveld and registered at the Chamber of Commerce with number 59217340, and/or ITT Controls B.V., based in Barneveld and registered at the Chamber of Commerce with number 59217642, hereinafter referred to as: ‘ITT’.
2. The buyer or respective client will hereinafter be referred to as ‘the other party’.
3. The applicability of the general terms and conditions of the other party is herewith explicitly excluded.
4. In these general conditions, ‘written’ means: by letter, by e-mail, by fax or any other form of communication that, by the current level of technology or by view of society, can be understood as such.
5. In these general conditions, ‘affairs’ means: loose affairs that are for sale, materials, parts and such, as well as the materials and parts, required and/or used by ITT, in order to deliver materials, parts and such to the other party.
6. In these general conditions, ‘ex works USA’ means: the materials/goods will be made available. Loading of the materials/goods and transportation thereof is at risk and costs of the other party, as well as the formalities and costs regarding import and customs from loading point USA.
7. In these general conditions, ‘fundamental breach’ means: a breach of contract committed by ITT and attributable to ITT, resulting in such detriment to the other party as substantially to deprive him of what he is entitled to expect under the contract, unless ITT did not foresee and a reasonable person of the same kind in the same circumstances would not have foreseen such a result.
8. If a regulation (or part of a regulation) of these general terms and conditions does not apply, this has no effect on the applicability of the other regulations.
9. Should there be a discrepancy or contradiction between the Dutch general terms and conditions and a translated version, the Dutch version is the valid one.
10. These terms and conditions also apply to orders, partial orders and/or following or partial assignments, flowing from the initial agreement.
11. If ITT has handed these terms and conditions to the same other party on multiple occasions, one can speak of a stable business relationship. In this case, ITT does not have to have to hand these terms and conditions to the other party on each occasion, in order for the same terms and conditions to apply.
Article 2. Offer, propositions
1. Every offer and every proposition of ITT is valid for the time frame that is stated within that offer of proposition. An offer or proposition without an indicated validity period, is informal. When an informal offer or informal proposition has been made, ITT has the right to revoke this offer or proposition within 2 working days after acceptance.
2. A composed offer or proposition does not oblige ITT to deliver a part of the offered service to the according part of the total price.
3. If the offer or proposition is based on information, given by the other party and this information is incorrect or incomplete or is changed at a later stage, ITT has the right to adjust the given prices and/or delivery terms.
4. The offer, the proposition, prices and/or rates do not automatically apply to reorders or future orders.
5. Shown and/or provided samples, models, indications of capacities, dimensions, weights and other details in brochures, promotion material and/or the website of ITT are as precise as possible but serve only as an indication. The other party cannot derive any rights from this.
6. The provided samples and models remain property of ITT and should be returned at ITT’s first request. The accompanying costs are to be paid by the other party.
Article 3. Realization of agreements
1. The agreement is realized after the acceptance of ITT’s offer by the other party. This also applies if the acceptance slightly differs from the given offer. Should the acceptance by the opposing party have larger differences than the given offer, the agreement will only be realized after written approval by ITT.
2. ITT is only bound to:
a. an order without a preceding offer;
b. oral agreements;
c. additions or changes to the terms and conditions or the agreement;
after ITT has given a written confirmation to the other party or if ITT has started – without objection of the other party – with the execution of the order or agreement.
Article 4. Compensation, prices, rates
1. The prices and fees given in an offer, proposition, price list or list of fees are without VAT and any other possible expenses such as transportation- or shipping costs, administration costs en declarations of third parties. The possible expenses will be charged separately.
2. ITT will perform the tasks, based on a fixed compensation, unless parties have agreed to perform the tasks, based on an hourly rate.
3. ITT has the right to increase this fixed compensation if, during the execution of the agreement, it becomes clear that the amount of work was not adequately estimated, this is not ITT’s fault and it can therefore not be expected to perform the agreed tasks against the agreed compensation.
4. In the case of changes in legislation, governmental policies, exchange rates or changes in the prices of required materials, between the date of acceptance and the date of execution of the agreement, ITT has the right to increase the agreed prices and fees accordingly and charge these prices and fees on to the other party.
Article 5. Involvement of third parties
If ITT feels that services or tasks by third parties are required for the good execution of the agreement, ITT is able to do so.
Article 6. Obligations of the other party
1. The other party has to make sure that:
a. he supplies all necessary information to ITT in time and in the way, demanded by ITT;
b. any possible data-carriers, files and such that are supplied to ITT are free of viruses and defects;
c. he delivers and supplies all the necessary affairs that ITT has to work on, on the agreed date and the agreed time.
2. The other party makes sure that the given information is right, complete and that the information releases ITT from any possible claims of third parties that could be a result of the incompleteness and/or faultiness of the information.
3. Should the other party not fulfil its duties or fulfil these duties in time, ITT has the right to postpone the execution of the agreement until the other party has fulfilled its duties. The expenses that follow from this delay or loss of working hours, the costs for the carrying out of extra activities and the other consequences that could arise, are to be carried by the other party at its own risk.
4. If the other party does not fulfil its duties and ITT does not demand the fulfilment of these duties, this does not affect ITT’s right to do so on a later date.
Article 7. Confidential information
1. ITT commits itself to confidentiality of all information that is supplied by the other party, information that is labelled by the other party as being confidential or information that can be assumed to be confidential, all within the frame of the realization and execution of the agreement. ITT will only provide this information to third parties if this is deemed necessary for the execution of the agreement.
2. ITT will take all reasonable precautions to ensure the confidentiality of the given information and will make sure that all employees or persons that are responsible for the execution of the agreement, will keep to this confidentiality as well.
3. The duty of confidentiality does not count if ITT is forced, be it by law or judicial force, to reveal the confidential information and does not possess the right to refuse questions. This exception also applies to employees and other persons, as mentioned in the former regulation.
4. At all times, ITT is allowed to publish the agreed activities and deliveries but only when the privacy of the opposing party is guaranteed or if ITT has been given permission by the other party to publish the information.
5. At all times, ITT is allowed to re-use certain methods, techniques and such, that have been used or developed during the execution of the agreement.
6. Should ITT make use of a privacy statement, the mentioned data will only be used in compliance with this statement.
Article 8. Delivery, Time of deliveries
1. Agreed times of delivery can never be considered as fatal terms. If ITT does not deliver the agreed performance on time or at all, the other party must provide a written statement, stating a reasonable term to still deliver the performance.
2. ITT has the right tot execute the agreement in parts; every partial delivery or partial performance can be charged separately.
3. The goods are delivered ‘ex works USA’, which means that the risk for the deliverable goods, is transferred to the other party on the moment of delivery from loading point USA.
4. Shipping or transport of the affairs occurs at the other party’s expenses and risk and in the manner, chosen by ITT. IT Controls is not responsible for any sort of damage – be it on the affairs itself or anything else – that is connected to shipping or transport.
5. If, because of a cause that lies within the risk of the other party, it is not possible to deliver the agreed performance or affairs (in the agreed manner), ITT has the right to store the affairs and/or affairs that are necessary to execute the agreement at cost and risk of the other party. The other party must enable ITT to still deliver the performance or goods, within a time frame that is given by ITT after the announcement of storage has been received.
6. If the other party still fails to meet its obligations after the time frame mentioned in the previous regulation, he is immediately in default. ITT then has the right to partially or completely annul the agreement via a written statement and to sell the affairs to third parties. The selling of these affairs does not oblige ITT to pay for the other party’s claims of damage, costs and interest. The former still obliges the other party to pay for any
(storage-)costs, costs for the delay, loss of earnings or any other damage. ITT does also still have the right to demand that the other party’s obligations are met.
7. If the other party fails to meet his obligations mentioned in regulations 5 and 6 of this article or his payment obligations and the other party will not pick up the goods he ordered within 2 (two) months after being informed by ITT that the goods are available to the other party, ITT will become the rightful owner of the goods, without obligation of ITT to pay for the other party’s claims of damage, costs and interest. The former still obliges the other party to pay for any (storage-)costs, costs for the delay, loss of earnings or any other damage. ITT does also still have the right to demand that the other party’s obligations are met.
8. An agreed time of delivery is only valid after ITT has received all necessary information and the possible (advance)payment from the other party. If this causes a delay, the time of delivery will be extended accordingly.
Article 9. Progress, execution of the agreement
1. If the start, progress or delivery of the activities or the agreed delivery of affairs is delayed because:
a. ITT did not receive all necessary informations from the other party in time;
b. ITT did not receive the possibly agreed (advance)payment from the other party in time;
c. there are other circumstances at risk and costs of the other party;
d. ITT has the right to reasonably extend the time of delivery and a compensation of the costs and damages that arise out of this extension, such as possible waiting hours.
2. ITT strives to realize the agreed activities and deliveries within the agreed and planned time, if this is reasonable. If the execution of the agreement has to be accelerated on request of the other party, ITT has the right to charge any possible expenses for overtime and other costs onto the other party.
3. ITT is obliged to execute its work in a good and solid way and according to the regulations in the agreement. ITT has to execute the work in such a way, that any damage to people, affairs or the environment is kept at a minimum.
4. ITT is expected to be familiar with the laws and governmental regulations that are relevant for the execution of the agreement, insofar as these regulations are valid on the day of execution of the agreement. The costs, involved with the following of these laws and regulations will be charged onto the other party.
5. If, during the execution of the agreement, it becomes clear that the activities and/or deliveries cannot be executed or delivered in the way that is stated in the agreement, ITT will consult the other party about changing the agreement. ITT will then inform the other party of the possible consequences with regard to the agreed prices, rates and the time of delivery. If the execution of the agreement becomes impossible in consequence of the consultation, ITT is still entitled to claim a compensation for the already executed activities and deliveries.
Article 10. More work and less work
1. More work means: all requested or necessary extra activities and deliveries that are requested by the other party and are not included in the offer, proposition or task.
2. More work or less work has to be documented by both ITT and the other party, by means of a written agreement. ITT is only bound to oral agreements after ITT has given the other party a written confirmation or ITT has already begun – without objection from the other party – with the execution of the agreement.
3. The offsetting of more work and less work takes place:
a. in case of changes in the original task;
b. in case of unforeseen raises or drops with regard to costs and in case of deviations in deductible and/or estimated quantities.
4. Offsetting more work and/or less work takes place when drawing up the final balance, unless both parties have a written agreement to do otherwise.
Article 11. Replacement of affairs
1. If both parties have agreed that -when the other party purchases an affair with ITT- the other party wants to replace an affair at the same time, the affair that needs to be replaced will be held at cost and risk of the other party until the moment of delivery. Within the framework of these terms and conditions, “moment of delivery” means: the moment when the affair that has to be replaced comes into the possession of ITT.
2. Until the moment of delivery, the other party is responsible for all maintenance costs, possible damages, loss and/or decrease in value of the affair that has to be replaced.
3. The other party guarantees that the affair that is to be replaced, is without damages or that the existing damage has been determined by both parties.
4. The other party is obliged to provide all necessary information, with regard to the replaceable affair, to ITT insofar as the other party deems or can deem this information to be known by ITT.
5. The other party is also obliged to provide ITT with all corresponding documents and accessories that belong to the affair that has to be replaced.
Article 12. Packing material
1. Packing material that is meant for multiple uses, remains property of ITT. This packing material may not be used by the other party for other purposes, except the ones that the packing material is meant for.
2. ITT decides whether the packing material has to be returned by the other party or if ITT will pick up the packing material and at whose expense.
3. ITT has the right to charge a compensation for the packing material from the other party. If the packing material is returned by the other party after the payment for the packing material has been made, ITT has to take back the packing material and will refund the compensation to the other party or offset the compensation with the costs for a following delivery. ITT hereby always has the right to charge 10% handling costs and to deduct these costs from the sum that has to be refunded or set off.
4. If the packing material is damaged, incomplete or unusable, the other party is responsible for this damage and cannot claim a refund of the compensation.
5. If the damage as mentioned in the preceding regulation is higher than the charged compensation, ITT does not have to take back the packing material. ITT then has the right to charge the other party for the cost price for the packing material, minus the compensation that is already paid by the other party.
6. Packing material that is meant for one-way use does not have to be taken back by ITT. Any possible costs for discarding the packing material will be paid by the other party.
Article 13. Complaints and returns
1. The other party has to check the delivered affairs right after the reception of those affairs and has to mention any visible flaws, defects, damages and/or deviations on the cargo letter or accompanying receipt. If there is no cargo letter or receipt, the other party has to inform ITT about the flaws, defect and such within 5 (five) working days after the arrival of the affairs, followed by a written confirmation. If no such notification has been given, ITT deems the affairs to be delivered in good condition and according to the agreement.
2. Other complaints have to be reported to ITT immediately after – but not later than the agreed guarantee – the discovery. All consequences for not reporting a complaint in time are at the other party’s risk. If no explicit guarantee was agreed, the duration of the guarantee is 1 (one) year.
3. All complaints regarding the performed activities must also be made to ITT, in writing and immediately after discovery, but not later than within 3 (three) months after the result of the activities has been delivered. All consequences for not reporting a complaint in time are at the other party’s risk.
4. If the complaint has not been reported to ITT within the time-frame, mentioned in the regulations above, the other party cannot invoke an agreed guarantee.
5. Ordered affairs will be delivered in (wholesale)packaging and/or minimal numbers that are available at ITT. Minor deviations that are deemed acceptable within the sector with regard to weights, number and such, do not count as a shortcoming of ITT. Herein, it is not possible to invoke the guarantee.
6. Complaints do not suspend the obligation of payment by the other party.
7. The other party has to enable ITT to investigate the complaint and has to supply all relevant information, regarding that complain, to ITT. If it is necessary to return the affairs, in order for the complaint to be examined or if ITT has to examine the complaint on-site, the costs are to be carried by the other party, unless the claim is deemed rightful afterwards. The risk of transportation is carried by the other party.
8. In all cases, returns are made in a manner that is decided by ITT and in the original packaging or packing material.
9. Complaints cannot be made about deficiencies or features of affairs that are made from natural materials, if these deficiencies or features are inherent to those natural materials.
10. Complaints cannot be made about affairs whose nature and/or composition has been partly or completely changed by the other party after the reception.
11. Complaints or claims of any kind cannot be made if ITT delivers alternative products in case a product is not available anymore or is not produced anymore.
12. Complaints cannot be made regarding properties/characteristics/qualities of the delivered goods, if those properties/characteristics/qualities have no or just barely influence on the way the goods function; for example (but not limited to) the color of the delivered goods.
13. Complaints or claims of any kind cannot be made regarding non-fundamental breaches of contract committed by ITT.
Article 14. Guarantees
1. ITT will make sure that the agreed deliveries and activities are performed in a way that is correct and according to the standards that are common within the industry but ITT will never give a longer guarantee than both parties have agreed upon, with regard to these deliveries and activities.
2. During the period of guarantee, ITT ensures the usual normal quality and reliability of the delivery.
3. When using the parts and materials that are necessary for the execution of the agreement, ITT acts on the information that is given by the manufacturer or supplier about these parts or materials and their features. If the delivered affairs, parts or materials include a guarantee that is given by the supplier, this guarantee will also apply to all parties, in the same way. ITT will inform the other party about this.
4. If the other party intends to modify, process or use the affairs in a way that differs from their original purpose, ITT can only guarantee that the affairs can be used for those other purposes, after a written confirmation that is given to the other party.
5. A claim for the guarantee is not possible for as long as the other party has not made a payment of the agreed price.
6. If the claim for the guarantee is correct, ITT will – at his choice – take care of the repair or replacement free of charge, by means of a restitution of the agreed price or a discount on the agreed price. If there is additional damage, then the regulations in the article about liability in these terms and conditions do apply.
7. In contrast to the former regulation, the consumer has the choice between repair or replacement of the affairs, unless this can not be reasonably demanded of ITT. Instead, the consumer can always dissolve the agreement on written request or demand a discount on the agreed price.
Article 15. Liability
1. A party is not liable for a failure to perform any of his obligations if he proves that the failure was due to an impediment beyond his control and that he could not reasonably be expected to have taken the impediment into account at the time of the conclusion of the contract or to have avoided or overcome it or its consequences.
2. If the party’s failure is due to the failure by a third person whom he has engaged to perform the whole or a part of the contract, that party is exempt from liability only if:
a. he is exempt under the preceding paragraph; and
b. the person whom he has so engaged would be so exempt if the provisions of that paragraph were applied to him.
3. The exemption provided by this article has effect for the period during which the impediment exists.
4. With inclusion of the regulation in the former article and the regulations 1, 2 and 3 of this article, ITT is only liable for direct damage. Every liability of ITT with regard to consequential damage such as business damage, loss of profit and/or suffered loss, damage of delay and/or damage or injury to persons, is explicitly excluded.
5. The other party must take all measures that are necessary to prevent or limit damage.
6. If ITT is liable for the suffered damage of the other party, the duty of compensation of ITT is always limited to the maximum amount that can be disbursed by his insurer. If the insurer does not pay for the damage or the damage is not part of an insurance of ITT, the duty of compensation of ITT is limited to the maximum invoice amount for the delivered affairs or executed activities.
7. The other party has to inform ITT within 6 months after the suffered damage became known or could have become known.
8. In contrast to the former regulation, the consumer has a term of 1 year.
9. If ITT has to perform his activities or deliveries based on or on behalf of documents that are supplied by the other party, ITT is not responsible for the content, correctness and completeness of these documents.
10. If the other party makes materials and/or parts available that are meant for further processing or assimilation, ITT is responsible for the correct processing and assimilation, but not for the solidness of the materials or parts itself.
11. ITT is never liable for damage to delivered affairs that are a result of activities that are carried out by the other party or by third parties on behalf of the other party.
12. ITT is not responsible and therefore, the other party cannot claim the applicable guarantee if the damage was inflicted:
a. through incorrect use, if the delivery was not used in the way it was meant to be or in the way it was instructed and/or advised by ITT;
b. through incompetent storage or maintenance of the affairs;
c. through mistakes and incompleteness of the information given to ITT by the other party;
d. through indications or instructions of or on behalf of the other party;
e. as a result of a choice that differs from ITT’ advice and/or what is usual;
f. through regular wear, erosion or corrosion;
g. through ageing and/or damage of the affairs by external factors, other than the factors against which the affairs should be resistant;
h. through the choice that the other party has made with regard to the affairs that have to be delivered;
i. because the other party or anyone appointed by the other party has performed any activities or made adjustments to the delivered affairs, without prior explicit permission to do so by ITT.
13. The other party is, as mentioned in the former regulation, fully liable for all following damage and explicitly releases ITT from all claims for compensation of that damage that could be made by third parties.
14. The restrictions for liability that are mentioned in this article do not apply if the damage is a cause of purpose and/or of calculated recklessness by ITT or the leading personnel on management level or if compelling legal regulations oppose this. Only in these cases, ITT will protect the other party from claims onto the other party, made by third parties.
Article 16. Payment
1. Payments have to be made in advance, unless there is a written agreement to maintain another payment period. Herein, the correctness of the invoice is fixed if the other party has not had objection within the other agreed payment period.
2. If the parties have agreed upon another payment period than payment in advance and the payment period of the invoice has expired or if the direct debit could not take place, the other party will have to pay ITT a delay-interest of 2% (two percent) per month, calculated cumulatively over the capital sum. Thereby, parts of a month will be charged as a full month.
3. If payment has still not succeeded after ITT has sent a collection letter, ITT also has the right to demand extralegal collection costs, being 15% (fifteen percent) of the amount of the sum on the invoice, with a minimum of € 150,00 (one hundred and fifty Euro).
4. When the other party still fails to fulfil its duty of payment, ITT has the right to dissolve the agreement, by means of a written notification and without further default. ITT can also postpone the agreement, until the other party has paid or has given an assurance to do so. Aforementioned right to postponement by ITT is also valid if ITT has had reason to doubt the creditworthiness of the other party, even before the other party is officially in default.
5. Payments that are made by the other party will first be used by ITT to deduct these from the due interest and costs. The payments will then be used to deduct them from the oldest due invoices.
6. The other party cannot deduct any claims that are made by ITT with possible counterclaims against ITT. This also applies if the other party has requested (temporary) suspension of payment or has been declared bankrupt.
Article 17. Retention of title
1. ITT remains the owner of the delivered affairs and affairs that still need to be delivered, both mentioned in the agreement, until the other party has met its obligation of payment.
2. The obligation of payment as mentioned in the former regulation includes the payment of the buying price of the affairs, plus the claims that have been made with regard tot the executed tasks that are connected to the delivery and any possible claims with regard to the possible failing of the other party to meet its obligations such as the paying for damage, extralegal collecting costs, interest and possible fines.
3. If the delivery is connected to non-individualisable affairs, then the batch of affairs that is connected to the first invoice is regarded to be the one that is sold first. The retention of title applies to all delivered goods that, at the moment that the retention of title was invoked, have been in the other party’s stock, store and/or property.
4. Affairs that are connected to a retention of title can not be sold by the other party, unless he has also invoked a retention of title onto the buyer with these concerned goods.
5. As long as a retention of title rests on the delivered affairs, the other party is not allowed to pledge or in any other form, make these affairs property of a financier.
6. The other party must notify ITT in writing, if there are third parties that claim ownership or other rights on the affairs with a retention of title.
7. The other party must store the affairs carefully and as identifiable property of ITT for as long as the retention of title lasts.
8. The other party has to make sure that the affairs that have a retention of title upon them have a business- or property insurance, equal to the insurances of their own property. At all times, the other party must grant ITT access and insight to the insurance policy and proof of payment.
9. 9. If the other party does not follow the regulations in this article or if ITT invokes a retention of title, ITT and its employees have the irrevocable right to enter the ground of the other party and to take back the delivered affairs that are connected to the retention of title. ITT also has the right to a compensation of damage, possible loss of profit and interest. ITT also has the right to dissolve the agreement, without any obligations, by written notification.
Article 18. Liens
1. ITT has the right to postpone the return of affairs, that are with ITT for revision, maintenance or repair, to the other party if:
a. the other party has not met its obligation of paying for the costs of these activities;
b. the other party has not or not completely met its obligation of paying for the costs of former activities;
c. the other party has not paid for other possible claims that are made by ITT with regard to their contractual relationship.
2. If the other party has not met its obligation(s) as mentioned in paragraph 1 of this article within a period of 2 (two) months after the obligation(s) had come into existence, the proprietary rights of the affairs as mentioned in paragraph 1 of this article will be rightfully transferred from the other party to ITT.
3. ITT is not responsible for any possible damage – of any form – that is a consequence of its invoked lien.
Article 19. Bankruptcy, lack of disposal e. d.
1. ITT always has the right to dissolve the agreement, without any further claims by the other party, by means of a written notification if the other party and/or when:
a. is declared as bankrupt or has started a request to be declared bankrupt;
b. (temporary) suspension of payments is requested;
c. there is seizure of profits;
d. is put under receivership or under supervision;
e. in any other way loses its legal capacity or disposal of its own capital or parts of that capital.
2. The other party must always inform the supervisor or curator of these terms and condition and/or its contents.
Article 20. Force Majeure
1. In case of force majeure with the other party or ITT, ITT has the right the dissolve the agreement by written notification to the other party or to postpone the obligations towards the other party, for a reasonable term and without any claims for compensation by the other party.
2. Besides the definition of force majeure in legislation and jurisprudence, force majeure on ITT in the context of these terms and conditions means: a non-attributable shortcoming by ITT, by any of his participating third parties or suppliers or any other heavy reasons on ITT’ side.
3. Circumstances of force majeure on ITT will include: war, revolt, mobilization, domestic or foreign outbreaks, governmental measures, strikes within the organization of ITT and/or the other party or a threat of these or similar circumstances, disturbance of exchange rates that were valid during the realization of the agreement, business disturbances caused by fire, burglary, sabotage, power cuts, disturbances with telephone- and internet connections, environmental phenomena, (environmental) disasters as well as weather conditions, roadblocks, accidents, measures that trouble the import and exports and resulting difficulties of transport and delivery.
4. If the force majeure occurs while the agreement is already partially executed, the other party must in any case meet its obligations towards ITT until that time.
Article 21. Annulment, postponement
1. If the other party wishes to annul the agreement prior to or during the execution of the agreement, ITT has the right to claim a compensation for the annulment. This compensation consists of all costs that were made by ITT and are regarded as suffered damage and loss of profits, due to the annulment. ITT has the right to fix the compensation and is allowed – by his own choice and depending on the made deliveries – to charge the other party for 25% to 100% (twenty five percent to one hundred percent) of the agreed price.
2. The other party is responsible for the consequences that an annulment has on possible third parties and protects ITT from any claims that could be made by third parties towards ITT.
3. ITT has the right to settle all fees that are paid by the other party with the compensation that has to be paid by the other party.
4. In case of postponement of the execution of the agreement on request of the other party, all made costs are immediately claimable and ITT can charge these costs onto the other party. Furthermore, ITT can charge all costs or possible costs during the period of postponement onto the other party.
5. If the execution of the agreement cannot be restarted after the period of postponement, ITT has the right to dissolve the agreement by means of a written notification. If the execution of the agreement can be restarted after the period of postponement, the other party has to pay for any possible costs that are a consequence of this restart.
6. ITT has the right to dissolve the agreement, without being obliged to pay for damages and costs, if there are facts and/or circumstances, which are not under the influence of ITT and which are of such a nature, that in all reasonableness and fairness observance of the agreement cannot be expected of ITT,
7. In case ITT dissolves the agreements for weighty reasons on the side of ITT, ITT has the right to charge the other party the costs ITT has made for execution of the agreement upon the moment of dissolvement,
Article 22. Applicable law/authorized judge
1. To every offer of ITT as well as to the agreement between ITT and the other party, the Dutch law is applicable.
2. The Vienna Convention (CISG) is explicitly excluded.
3. Any possible disputes will be handed over to the appointed judge at the location where ITT is based. ITT still has the right to deliver the dispute to a judge at the location of the other party.
4. If the other party is based outside of the Netherlands, ITT has the right to present the dispute to a judge in the country of state of the other party’s establishment.