CLAUSE 1 : Validity
These general conditions are applicable to every agreement with IMC. Deviant specific clauses
are not binding unless they have been agreed in writing. They will only apply on the agreements
they are connected with.
CLAUSE 2: Brokers operations
As far as IMC makes brokers’ operations, IMC brings, against compensation, two or more
persons together in instruction to conclude a contract, to which IMC is not a party, against
compensation. IMC may also advise. IMC has fulfilled its instruction once the intended
agreement between the concerned parties has been completed as a result of its provided services.
The brokerage fee is due as soon as the agreement has been concluded.
CLAUSE 3: Hire/freight
If IMC concludes a lease contract, IMC commits itself to provide to the lessee the use of a good
or of a performance against a certain price and during a certain time.
Unless an otherwise stipulated in the lease contract, the lease period shall commence at the
conclusion of the lease contract and ends at the effective moment the leased object is given back
or at the moment performance ends.
When the leasing term is exceeded, the lessee will, besides the continuing duty to pay the
hire/freight also completely indemnify all lessor’s damage resulting from exceeding the hiring
Unless otherwise stipulated in the lease contract, every exceeded term will be calculated per
day, amounts to be rounded of upwards.
CLAUSE 4: Buy-sell agreement
IMC commits itself to provide a good(s) on payment of a certain price when IMC sells good(s).
Unless otherwise stipulated in the agreement, IMC retains title of the sold good(s) till the buyer
has paid the full price of the good.
As long as the title is retained, the buyer keeps the good(s) in good condition and prevents each
violation on the property rights of IMC.
The risks will be transferred at the moment of the effective reception of the good(s) by the
buyer. The buyer has to insure the sold item as from that moment.
CLAUSE 5: Obligations of the co-contractor
Unless otherwise stipulated in the lease contract, the co-contractor is not allowed to conclude
agreements, to negotiate, to make use of similar services of others and/or to develop activities,
without the knowledge of IMC, that may restrain IMC fulfilling of its tasks or that may cross its
CLAUSE 6 : Costs
The co-contractor reimburses the expenses IMC has made within the scope of its instruction.
IMC has to consult its principal and fix agreements (in writing) concerning the making and
extend of these costs before it makes these costs unless there is urgency to make these costs
(e.g. to avoid a good to perish).
CLAUSE 7 : Payment and protest
The invoices, accounts or compensations are payable in full at the registered office of IMC
within the term of payment as mentioned in the invoice.
The Statute Law on late payments applies.
Each protest against invoicing or against services charged or amounts amounts has to be
received by IMC in writing within 4 days of the invoice date.
The co-contractor renounces his right to refer to any circumstance due to which he would be
allowed to suspend partly or entirely his payment obligations and renounces to any set off
comparison with respect to all amounts that IMC charges him.
CLAUSE 8 : Liability
The liability of IMC, its agencies, subordinates, representatives and subcontractors is excluded
from any loss or damage, caused directly or indirectly by or as a result of an incorrect or
negligent execution unless the positive proof is provided that this damage was caused
intentionally or a fault so severe that it equals to an intention to cause loss or damage.
Unless expressly otherwise agreed, the risk for activities that are performed by the IMC are for
account of the co-contractor. The co-contractor protects IMC for all revendications of third
parties due to damage as a result of the execution of the instruction by IMC.
The liability of IMC can not be more than 5.000 €.
CLAUSE 9 : Cancellation of the instruction by the principal
The principal(s) may at all times cancel the instruction.
IMC is then entitled to a compensation for all the costs already made and to an indemnification
for the performances IMC has made until the moment he was informed of the cancellation of
the instruction. The agreed commission is due for all the contracts that are concluded through
The cancellation of the instruction has to be done in writing. If not, the instruction is not
considered as being cancelled.
The termination date on which IMC receives a written communication of the cancellation or the
date mentioned in the above mentioned communication.
CLAUSE 10 : Force majeure or Act of God and specific circumstances that prevent the
Notwithstanding the other rights that belong to IMC, IMC is allowed to suspend the execution
of the agreement or to dissolve the agreement without judicial intervention if he is not able to
execute the agreement as a result of force majeure, Act of God or similar event, or a specific
circumstance as defined in detail below.
In that case IMC will not have to pay any compensation for damages.
A specific circumstance is every circumstance that has as consequence that the execution of the
agreement by IMC may reasonably not be desired any more by the principal such as, among
others, war, war danger, rebellion, strike, lock-out , fire or other incidents happening in the
company of IMC or one of its subcontractors, and in general every problem of delivery to IMC
of goods or parts IMC has ordered.
IMC informs its contractor within a reasonable period in writing of the force majeure, Act of
God or similar events, or of the specific circumstance that prevents the execution.
Unless otherwise stipulated in the written communication of the force majeure or the similar
event or of the specific circumstance, the date on which the co-contactor of IMC receives the
above mentioned written communication, will be considered as the date the contract ended.
CLAUSE 11 : Dissolution of the agreement
Each of the parties can dissolve the instruction when the counterparty makes a serious
shortcoming. The declaration of the dissolution must be done in writing.
The agreement will be considered to be dissolved at the date on which IMC or its co-contractor
receives a written communication of the will to dissolve the agreement.
CLAUSE 12 : Time bar
Every revindication of compensation for damages against IMC has to be motivated and sent in
writing within 14 days following the day on which the fact leading to the revindication has
Every claim in liability against IMC is time barred if the claim is not brought before the
competent court within 6 months . The time bar commences the day after the day on which
the fact that occasioned the claim occurred.
CLAUSE 13 : Competence and choice-of-law
Belgian law shall apply to all the agreements with IMC.
The Courts of Antwerp have exclusive competence notwithstanding the right of IMC to bring
the matter before another Court.