International Maritime Shipping NV, trading under the commercial name "IMS ANTWERP", with registered office at Duboisstraat 39, 2060 Antwerp, Belgium, registered with the Crossroads Bank for Enterprises under number BE 0446.540.191 (hereinafter "IMS").

Article 1 – Scope and Validity

1.1 These General Terms and Conditions apply to all quotations, offers, instructions, services, agreements and legal relationships to which IMS is a party, including but not limited to ship agency, freight forwarding, logistics, warehousing, customs formalities, transport coordination and related services.

1.2 The general or special conditions of the customer or contracting party are expressly rejected and do not apply, unless expressly accepted by IMS in writing.

1.3 By placing an order, giving instructions, delivering goods, accepting a quotation or entering into a commercial relationship with IMS, the customer acknowledges having received, read and accepted these General Terms and Conditions.

1.4 Deviations from these General Terms and Conditions are only valid if expressly agreed in writing and apply exclusively to the specific agreement for which they were accepted.

1.5 The nullity or unenforceability of one or more provisions of these General Terms and Conditions does not affect the validity of the remaining provisions.

Article 2 – Applicable Industry Conditions

2.1 All freight forwarding activities performed by IMS are subject to the most recent version of the Belgian Freight Forwarding Conditions, which are deemed to form an integral part of these General Terms and Conditions.

2.2 All ship agency activities performed by IMS are subject to the most recent version of the Antwerp Ship Agency Conditions (General Conditions for Ship Agents in Belgium), which are deemed to form an integral part of these General Terms and Conditions.

2.3 In the event of any conflict between these General Terms and Conditions and the aforementioned industry conditions, these General Terms and Conditions shall prevail.

2.4 Copies of the applicable industry conditions are available upon request and are deemed to be known and accepted by the customer.

Article 3 – Acting as Agent for and on Behalf of Carriers

3.1 IMS also acts as ship agent and/or representative for and on behalf of various shipping lines, carriers and other principals (hereinafter the "Principal"). When acting in that capacity, IMS acts solely as agent, for and on behalf of the Principal concerned, and at no time becomes itself a party to the contract of carriage or to any other agreement between the customer and the Principal.

3.2 The contract of carriage is concluded exclusively between the customer and the Principal concerned and is governed by the terms and conditions of that Principal, including but not limited to its bill of lading, sea waybill, tariffs and general conditions, which are deemed to be known and accepted by the customer.

3.3 In its capacity as agent, IMS is not liable for any acts, omissions, insolvency or obligations of the Principal, nor for any loss of or damage to goods during carriage or handling performed by or on behalf of the Principal.

3.4 Amounts invoiced or collected by IMS for the account of a Principal, including but not limited to freight, demurrage, detention, THC and surcharges, are invoiced and collected for and on behalf of that Principal. Payment to IMS is made to IMS in its capacity as agent of the Principal.

3.5 The release of goods, containers or documents by IMS takes place exclusively in accordance with the instructions and conditions of the Principal concerned. IMS is entitled to refuse or suspend release as long as these conditions have not been met.

Article 4 – Nature of the Obligations and Subcontracting

4.1 Unless expressly agreed otherwise in writing, IMS undertakes a best-efforts obligation only and no obligation of result whatsoever is entered into, including but not limited to delivery times, transit times, availability, market conditions or specific results.

4.2 IMS is entitled, at its own discretion, to engage subcontractors, carriers, warehouse keepers, customs agents, representatives and other third parties for the performance of its services.

4.3 IMS cannot be held liable for acts, omissions, insolvency, errors, breaches of contract or fraud of third parties engaged by it in the performance of its services, except in the event of wilful misconduct or gross negligence directly attributable to IMS.

4.4 Delivery dates, sailing schedules, transit times and operational estimates are purely indicative and do not constitute a binding commitment unless expressly guaranteed in writing.

Article 5 – Quotations and Rates

5.1 All quotations and rates of IMS are without commitment unless expressly stated otherwise.

5.2 Quotations are based on the rates, taxes, duties, freight rates, exchange rates and operational costs applicable at the time of the quotation.

5.3 IMS reserves the right to adjust its prices in the event of:

increases in freight rates;
fuel surcharges;
terminal charges;
customs duties;
taxes;
exchange rate fluctuations;
congestion surcharges;
demurrage or detention;
government measures;
cases of force majeure; or
any other unforeseen cost increase beyond its reasonable control.

5.4 Unless stated otherwise, all prices are exclusive of VAT, duties, taxes and third-party costs.

Article 6 – Payment Terms

6.1 All invoices of IMS are payable in EUR at its registered office in Antwerp, net and without any deduction, compensation or set-off.

6.2 Unless otherwise agreed in writing, all invoices are payable immediately on the invoice date.

6.3 Any protest regarding an invoice must be made in writing within eight (8) calendar days from the invoice date. In the absence of a timely protest, the invoice is deemed to have been definitively accepted.

6.4 Any late payment automatically and without prior notice of default gives rise to:

late payment interest in accordance with the Belgian Act of 2 August 2002 on combating late payment in commercial transactions; and
fixed compensation equal to 10% of the outstanding amount, with a minimum of EUR 125, without prejudice to IMS's right to claim higher damages actually suffered.

6.5 In the event of non-payment, IMS has the right to suspend all ongoing services, deliveries and obligations without prior notice of default and without liability.

6.6 All collection costs, court costs, lawyers' fees and other costs related to the recovery of outstanding amounts shall be borne by the customer.

6.7 With respect to Consumers, the deviating provisions of Article 16 apply.

Article 7 – Right of Retention and Lien

7.1 IMS has a general and special right of retention and lien on all goods, documents, monies and property under its control or in its possession for all amounts owed by the customer, whether or not due and whether or not relating to current or previous agreements.

7.2 IMS is entitled to suspend the release, delivery or transfer of goods until all outstanding amounts have been paid in full.

7.3 The customer expressly authorises IMS, after prior notice of default, to sell or otherwise realise the retained goods in order to recover outstanding amounts, costs and expenses, to the extent permitted by law.

Article 8 – Liability

8.1 IMS is only liable for direct damage caused by its wilful misconduct or gross negligence.

8.2 IMS is under no circumstances liable for:

indirect damage;
consequential damage;
loss of profit;
loss of market;
loss of production;
loss of contracts;
reputational damage;
demurrage;
detention;
delay;
business interruption;
exchange rate losses; or
any economic or financial loss.

8.3 The liability of IMS is in all cases limited to the lower of:

the invoice amount relating to the services concerned; or
EUR 25,000 per occurrence.

8.4 Any claim against IMS must be notified in writing within eight (8) calendar days after the event giving rise to the damage, on penalty of inadmissibility.

8.5 Any legal action against IMS becomes time-barred six (6) months after the event giving rise to the damage.

8.6 Nothing in these General Terms and Conditions excludes liability that cannot be validly excluded under mandatory Belgian law.

Article 9 – Insurance

9.1 Goods handled, stored or transported by or through IMS are not insured unless expressly agreed otherwise in writing.

9.2 Any insurance taken out by IMS is exclusively subject to the terms, conditions and limitations of the insurer concerned.

9.3 The customer warrants that the goods are adequately insured against all insurable risks.

Article 10 – Obligations of the Customer

10.1 The customer must provide all information, instructions and documents necessary for the performance of the services in a complete, correct and timely manner.

10.2 The customer is solely liable for:

incorrect or incomplete declarations;
inaccurate descriptions of goods;
customs infringements;
breaches of export control legislation;
violations of sanctions legislation;
declarations of dangerous goods; and
non-compliance with applicable laws and regulations.

10.3 The customer shall fully indemnify IMS against all claims, fines, penalties, liabilities, costs and damages arising from incorrect information or unlawful instructions.

Article 11 – Dangerous Goods and Compliance

11.1 The customer warrants that all dangerous goods have been correctly classified, packed, labelled and documented in accordance with all applicable international conventions and regulations, including IMDG, ADR, RID and IATA regulations.

11.2 IMS reserves the right to refuse, destroy or render harmless dangerous or non-compliant goods at the risk and expense of the customer.

11.3 The customer warrants compliance with all applicable sanctions legislation, export control legislation, customs regulations and anti-corruption legislation.

Article 12 – Force Majeure

12.1 IMS is not liable for delays, shortcomings or non-performance caused by circumstances beyond its reasonable control, including but not limited to:

war;
terrorism;
strikes;
lock-outs;
staff shortages;
port congestion;
customs delays;
epidemics or pandemics;
cyber attacks;
government measures;
sanctions;
natural disasters;
failure of carriers;
equipment defects;
fire;
floods; or
interruptions in transport or energy supply chains.

12.2 In the event of force majeure, the obligations of IMS are suspended without any compensation being due.

Article 13 – Electronic Communication

13.1 The customer accepts the use of electronic communication, including e-mail, electronic platforms and scanned or electronic signatures.

13.2 Electronic communication has the same evidential value as original written documents.

13.3 IMS is not liable for risks associated with electronic communication, including interception, corruption, viruses or transmission errors.

Article 14 – Data Protection and Confidentiality

14.1 IMS processes personal data in accordance with applicable data protection legislation, including the General Data Protection Regulation (GDPR).

14.2 The customer authorises IMS to process and transfer data to the extent necessary for the performance of the services, including international transfers where operationally required.

14.3 Both parties shall treat commercially sensitive information as confidential unless disclosure is required by law or by competent authorities.

Article 15 – Applicable Law and Competent Court

15.1 All agreements and legal relationships to which IMS is a party are exclusively governed by Belgian law.

15.2 The courts of Antwerp, Belgium have exclusive jurisdiction over all disputes arising from or related to agreements with IMS.

15.3 IMS nevertheless reserves the right to initiate proceedings before any other competent court having jurisdiction over the customer or its assets.

Article 16 – Special Provisions for Consumers

16.1 This article applies to any customer who is a natural person acting for purposes outside his trade, business, craft or profession (the "Consumer"). In the event of any conflict between this article and the other provisions of these General Terms and Conditions, this article prevails with respect to Consumers. The other provisions apply to Consumers only to the extent that they are not contrary to mandatory provisions of consumer law, including Book VI and Book XIX of the Belgian Code of Economic Law.

16.2 Invoices to Consumers are payable no later than the due date stated on the invoice or, in the absence thereof, within fourteen (14) calendar days after the invoice date.

16.3 In the event of non-payment on the due date, IMS shall first send the Consumer a free reminder. Only after the expiry of fourteen (14) calendar days from the sending of this reminder may late payment interest and fixed compensation be charged, capped in accordance with Article XIX.4 of the Belgian Code of Economic Law:

EUR 20 if the outstanding balance is less than or equal to EUR 150;
EUR 30 plus 10% of the amount due on the bracket between EUR 150.01 and EUR 500;
EUR 65 plus 5% of the amount due on the bracket above EUR 500, with a maximum of EUR 2,000.

16.4 If IMS fails to perform its obligations towards the Consumer, the Consumer is entitled to equivalent compensation.

16.5 The protest period of Article 6.3 does not apply to Consumers; the Consumer may dispute an invoice within a reasonable period.

16.6 The limitations and exclusions of liability in these General Terms and Conditions apply to Consumers only to the extent permitted by law. IMS remains liable towards Consumers for its wilful misconduct, its gross negligence or that of its employees or agents, and for the non-performance of its essential obligations. The periods set out in Articles 8.4 and 8.5 do not apply to Consumers; the statutory complaint and limitation periods apply.

16.7 The services of IMS concern the transport of goods. In accordance with Article VI.53, 12° of the Belgian Code of Economic Law, the Consumer does not have a right of withdrawal for goods transport services for which the contract provides for a specific date or period of performance. To the extent that, by way of exception, a service is provided to which the right of withdrawal does apply, the Consumer has, in the case of a distance or off-premises contract, a withdrawal period of fourteen (14) calendar days; a model withdrawal form is available upon request.

16.8 Disputes with Consumers shall be brought before the court having jurisdiction in accordance with the Belgian Judicial Code. Belgian law applies, without prejudice to the mandatory provisions of the law of the country in which the Consumer has his habitual residence.

16.9 For out-of-court dispute resolution, the Consumer may contact the Belgian Consumer Mediation Service (Consumentenombudsdienst, www.consumentenombudsdienst.be).

In the event of any discrepancy between the Dutch and English versions of these General Terms and Conditions, the Dutch version shall prevail.

General Terms & Conditions