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.
The Draft Law aims to:
The Draft Law introduces some interesting amendments and innovations, which are briefly discussed hereunder:
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.
Els Van Poucke joined Deloitte Legal – Lawyers’ Commercial team in December 2022. Els is a highly skilled lawyer with extensive international expertise in drafting and negotiating commercial contracts, national and international litigation, arbitration and mediation. After having worked for several years in highly reputed Belgian law firms, she moved to Singapore and worked as an attorney at law in an international law firm. Els has also a specific focus on leasing, renting and other financial services in different industries. Her expertise perfectly complements Deloitte Legal's Commercial teams know-how in a myriad of industries, ranging from manufacturing, retail and logistics to chemical and automotive. She is also a former president of the Belgian Luxembourg Chamber of Commerce in Singapore and secretary general of the European Chamber of Commerce in Singapore.
Jasmijn is a member of the Commercial team of lawyers at Deloitte Legal. She specialises in general commercial law, commercial litigation and has developed a special focus on contract law. Jasmijn has more than 10 years of experience in advising both national and international clients in all areas of Belgian commercial and contract law. Her experience covers a wide range of industries. Jasmijn assists clients in the conclusion of a wide variety of commercial agreements (commercial intermediaries, manufacturing, sales, contracting, etc.), ranging from the drafting or review of contracts to assistance in contract negotiations. Next to this, Jasmijn represents clients before the Belgian courts or international arbitration centres in the framework of disputes relating to commercial law.