The reform of sales law: what do you need to know as a buyer or seller?

With the introduction of Book 7 “Specific Contracts” into the Belgian Civil Code, the legislator is about to take the next step in the far-reaching reform of Belgian contract law. Where Book 5 already modernised the general law of obligations, Book 7 seeks to bring clarity to the fragmented and at times outdated rules governing specific types of contract (sale and barter, hire and loan, service contracts, certain contracts of chance, sequestration and settlement).

The provisions of Book 7 generally apply as supplementary law unless the law itself stipulates that no deviation is permitted. Book 7 will apply to contracts concluded on or after 1 September 2027.

In this article, we discuss some key points of attention concerning the reforms in the sales regime and their potential impact on businesses.

A single new central concept of conformity

Under the current legislation, two separate regimes govern situations where goods are found to be defective, i.e. the warranty against hidden defects and the obligation to supply goods in accordance with the contract. As these two regimes operate under different limitation periods and conditions, ambiguity and legal uncertainty often arise in practice.

Book 7 of the Civil Code will soon merge these two regimes into a new, overarching concept of conformity of goods. Under the new rules, goods will be deemed to be in conformity if they comply with the contract terms and what the buyer can reasonably expect, taking into account the nature of the goods, customary practices, and the circumstances. For instance, a raincoat is expected to protect the wearer from the rain, even if this is not explicitly stated in the contract.

A lack of conformity present at the time of delivery (even if discovered later or unknown to the seller) may entitle the buyer to a repair, replacement, price reduction or dissolution of the contract.

Any other relevant changes

In addition to the new concept of conformity, Book 7 of the Civil Code introduces several other significant changes that are relevant in practice. These include:

• transfer of risk: from the moment the goods are delivered, the risk passes from the seller to the buyer (e.g. in the event of destruction due to force majeure);
• warranty: the seller remains liable for defects for up to ten years after delivery;
• duty to notify: the buyer must notify the seller of the defect within a reasonable timeframe from when it was (or should have been) discovered, depending on factors such as the nature of the goods, the defect and customary practice;
• limitation and expiry periods: following notification, the buyer has two years to bring a claim before the courts. This period is suspended during an expert investigation or serious negotiations. Any claim by the buyer lapses in any event after ten years and three months from the date of delivery.

Notwithstanding the foregoing, most provisions of Book 7 of the Civil Code are supplementary in nature, meaning they can be deviated from in the absence of mandatory provisions. Examples of mandatory provisions include unfair terms between businesses (B2B) and, to a large extent, sales to consumers (B2C).

How can we help you?

As a law firm specialising in commercial law, we assist companies with a seamless transition to Book 7 of the Civil Code. You can turn to us for, amongst other things:

• drafting sales and purchase agreements in accordance with the new rules on conformity;
• reviewing and updating your terms and conditions of sale and purchase;
• assistance with disputes concerning defects, conformity and liability in sales.

Would you like to ensure that your contracts and general terms and conditions comply with the new sales regime? Please feel free to reach out for an initial meeting. As commercial lawyers, we always consider the legal and commercial impact for your business.

Pieter-Jan Aerts and Laurens Huysveld
De Langhe Attorneys

*This article forms part of our series on the reform of contract law under Book 7 of the Civil Code.

Part 1: Service contracts under Book 7: what you need to know
Part 2: The reform of sales law: what do you need to know as a buyer or seller?
Part 3: Coming soon