Insertion of Book 7 "Special Contracts" into the new Civil Code

On 20 February 2025, the draft law inserting Book 7 "Special Contracts" in the Belgian Civil Code was submitted to the Chamber of Representatives (hereafter: the “Draft Law”).

Special contract law complements general contract law included in Book 5 of the Civil Code and is generally applicable to all special contracts, such as: sale, exchange, mandate, rent and loan for use, deposit, escrow, settlement and aleatory contracts. 

The Draft Law is applicable to both B2B and B2C conditions. However, the legal nature of the provisions might differ. Whilst most provisions of the Draft Law are of supplementary nature in a B2B context – meaning that the parties may contractually deviate from such provisions – these may have a mandatory nature in a B2C context and thus cannot be contractually waived for consumers.

Key principles

The Draft Law aims to:

• simplify the existing provisions of the old Civil Code taking into account case law and legal doctrine developments;

• restructure and align the provisions of the old Civil code concerning service contracts; and

• promote coherence between different special contracts and harmonise legislation in terms of EU law.

Amendments and innovations

The Draft Law introduces some interesting amendments and innovations, which are briefly discussed hereunder: 

• Introduction of a general legal regime for service contracts: Currently, various legal regimes covering different types of service contracts coexist. The Draft Law introduces a coherent concept of service contracts governed by a common set of rules. Pursuant to the Draft Law, a service contract exists when a material or intellectual assignment is performed without a subordinate relationship between the contracting parties (e.g. contract for work, mandate and deposit).

• Extrajudicial termination and nullification are excluded as sanctions for certain contracts: According to the Draft Law, extrajudicial measures (termination or nullification) will not be valid for immovable goods rental contracts and settlement contracts. These agreements must be dissolved in court. However, the Draft Law permits a termination clause ("dissolution" - "uitdrukkelijk ontbindend beding") in settlement contracts, allowing parties to manage the dissolution terms.

• Abolition of the dual liability regime for visible and hidden defects in sales: The current dual liability regime distinguishes between visible defects (those noticeable upon delivery that should be reported within a reasonable short period) and hidden defects (not apparent upon simple examination that should be reported within the guarantee period). The Draft Law proposes to simplify this practice by abolishing the distinction, introducing a uniform concept of ‘conformity’. Sellers must deliver goods that conform to contractual specifications and the buyer’s reasonable expectations. Additionally, an indemnification period for defects that appear within ten years from the date of delivery is required. The burden of proof lies with the buyer.

• The transfer of ownership will no longer result in the automatic transfer of risk: Unless contractually deviated from in a B2B-context, the transfer of ownership will – pursuant to the Draft Law – no longer automatically result in the transfer of risk. The risk will only be transferred upon delivery of the goods. If force majeure destroys the goods prior to their delivery, the purchaser of the goods can no longer demand delivery, but will, in turn, also be released from its obligation to pay the price. The above rules regarding risk transfer cannot be waived contractually in a B2C context.

Entry into force and actions to be taken

Currently it is not clear when the provisions of the new Book 7 will enter into force since the Draft Law is not yet approved by the Chamber of Representatives. In any event, a transition period will be taken into account as Book 7 will enter into force on the first day of the twelfth month following its publication in the Belgian Official Journal.

The new Book 7 will be applicable to all legal acts (contracts) and facts concluded or occurring after its entry into force. This means that in principle the previous legislation will continue to apply to: (i) the future effects of legal (f)acts that took place before the entry into force of Book 7; and/or (ii) to legal (f)acts that took place after the entry into force of Book 7 that relate to an obligation arising from a legal (f)act that took place before the entry into force of Book 7.

It is advisable for companies to closely monitor the implementation of the new Book 7. Companies should update and adapt their contract templates and general terms and conditions during the transition period to ensure compliance with the new regulations.

Please do not hesitate to reach out should you require any advice or assistance in relation to the entry into force of the new Book 7.