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 term.
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 activities.
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 IMC.
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, epidemic, 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 occurred.
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.