Drafting Terms and Conditions in Belgium: Template and Obligations

Terms and Conditions of Sale (Conditions Générales de Vente, CGV) form the legal foundation of every business relationship in Belgium. They set out the rights and obligations of both parties and protect the seller as much as the buyer. Under Belgian law, terms and conditions are not legally mandatory as such, but drafting them is strongly recommended, and several of their provisions are required by the Code of Economic Law (CDE), the Civil Code and the GDPR. This article guides you through drafting terms and conditions that comply with Belgian law in 2026.

Why draft terms and conditions?

Legal protection

Terms and conditions serve several essential functions:

• Framing the contractual relationship: they set the ground rules before any dispute arises
• Limiting the seller's liability (within legal limits)
• Preventing non-payment by setting out payment terms and late-payment penalties
• Fixing delivery terms and the transfer of risk
• Complying with the legal obligations of the CDE and consumer law

The difference between B2B and B2C terms and conditions

Applicable Belgian legal framework

Key legislation

1. Code of Economic Law (CDE):

   • Book VI: consumer law (B2C unfair terms, right of withdrawal, pre-contractual information)
   • Book XIV: unfair terms in B2B contracts (in force since 1 December 2020)

2. The new Belgian Civil Code:

   • Book 5: obligations (in force since 1 January 2023)
   • Rules on contract formation, defects in consent, and non-performance

3. GDPR (EU Regulation 2016/679):

   • A privacy policy is mandatory if personal data is collected
   • Information on data subjects' rights

4. The law of 2 August 2002 on combating late payment in commercial transactions (B2B)

Mandatory content of terms and conditions

Identification details (article III.74 of the CDE)

Every business must state the following in its terms and conditions:

• Trading name and legal form (SRL, SA, SC, etc.)
• Company number (BCE), in the format 0XXX.XXX.XXX
• Registered office address
• VAT number (if registered)
• Contact details: phone, email
• Bank account number (IBAN)
• Any professional body registration (ITAA, the Order of Architects, etc.)

Essential clauses to include

1. Purpose and scope

Clearly specify:

• The products or services concerned
• The territory covered (Belgium, EU, international)
• The precedence of your terms over the customer's own purchase conditions (in B2B, the "battle of forms")

2. Price and payment terms

• Prices excl. and incl. VAT (in B2C, the price incl. VAT is mandatory)
• The applicable VAT rate (21%, 12%, 6% or 0%, depending on the product/service)
• Payment term: in B2B, the maximum statutory term is 60 days (law of 2 August 2002)
• Late-payment penalties: the statutory late-payment interest rate for B2B is set every six months (currently around 10.5% a year for H1 2026)
• Fixed recovery compensation: a minimum of EUR 40 per unpaid invoice (article 6 of the law of 2 August 2002)

Example payment clause:

"Invoices are payable within 30 days of the invoice date. In the event of late payment, interest will automatically apply at the statutory rate for commercial transactions, without prior notice. Fixed compensation of 10% of the unpaid amount will be due, with a minimum of EUR 40, as agreed damages."

3. Delivery and transfer of risk

• An indicative or firm delivery time
• In B2C: the maximum delivery time is 30 days, unless otherwise agreed (article VI.43 of the CDE)
• Transfer of risk: in B2C, risk transfers to the consumer on receipt of the goods (article VI.44 of the CDE)
• In B2B: risk transfers according to the Incoterms or the contractual clauses

4. Right of withdrawal (B2C only)

For distance and off-premises sales, the consumer has a right of withdrawal of 14 calendar days (articles VI.47 to VI.53 of the CDE):

• The period runs from receipt of the goods, or from conclusion of the contract for services
• The seller must provide a standard withdrawal form (annex 2 of Book VI of the CDE)
• If the seller fails to inform the consumer of this right, the period is extended by 12 months
• The refund must be made within 14 days of notification of withdrawal

Exceptions to the right of withdrawal (article VI.53 of the CDE):

• Customised or made-to-measure goods
• Perishable goods or goods that deteriorate quickly
• Sealed audio/video recordings or software
• Newspapers, periodicals and magazines
• Accommodation, transport or catering services with a fixed date
• Digital content supplied on an intangible medium, once performance has started with the consumer's consent

5. Statutory conformity guarantee (B2C)

Under articles 1649bis to 1649octies of the former Civil Code (still applicable via the law of 1 June 2022 transposing Directive 2019/771):

• A statutory guarantee of 2 years from delivery
• During the first 12 months, a lack of conformity is presumed to have existed at delivery (reversed burden of proof)
• The consumer is entitled to repair, replacement, a price reduction or termination of the contract
• A commercial (manufacturer's) guarantee is in addition to the statutory guarantee, and can never replace it

6. Liability clauses

• In B2C: liability for personal injury or intentional misconduct cannot be excluded or limited
• In B2B: liability-limitation clauses are permitted, except for fraud or intentional misconduct
• A liability cap commonly used in B2B: the value of the contract or order concerned

7. Force majeure

Define the events that constitute force majeure:

• Natural disasters, pandemics, wars
• Government decisions, general strikes
• Failure of key suppliers
• Consequences: suspension of obligations, termination without compensation after a set period

8. Data protection (GDPR)

• A reference to the privacy policy
• The legal basis for processing (contract performance, legitimate interest, consent)
• The data retention period
• Data subjects' rights (access, rectification, erasure, portability)
• The DPO's contact details, if one is appointed
• The right to lodge a complaint with the Data Protection Authority (APD), rue de la Presse 35, 1000 Brussels

9. Governing law and jurisdiction clause

• In B2B: free choice of governing law and competent court
• In B2C: the consumer always retains the protection of the mandatory provisions of their country of residence
• Standard clause: "These terms and conditions are governed by Belgian law. Any dispute shall fall within the exclusive jurisdiction of the courts of the judicial district of [Brussels/Liège/Antwerp/etc.]."

Unfair terms: what to avoid

In B2C (Book VI of the CDE)

The CDE contains a black list of clauses that are always prohibited, and a grey list of clauses presumed to be unfair:

Examples of black-list clauses (always void):

• A clause irrevocably binding the consumer while the business can still withdraw
• A clause allowing the business to unilaterally change the terms of the contract
• A clause removing or reducing the consumer's right to redress if the business fails to perform

Examples of grey-list clauses (presumed unfair):

• An automatic renewal clause without clear prior notice
• A termination clause with disproportionate fees
• A clause imposing a court far from the consumer's home

In B2B (Book XIV of the CDE, since 1 December 2020)

Since that date, unfair terms are also monitored in business-to-business relationships:

B2B black list (article XIV.50):

• A clause allowing a unilateral price change with no valid reason specified
• A clause allowing unilateral termination without reasonable notice
• A clause transferring economic risk to a party that would not normally bear it

B2B grey list (article XIV.51):

• A clause allowing unilateral changes to the terms without reasonable notice
• A clause imposing a disproportionate penalty
• A clause restricting the means of evidence

General criterion (article XIV.49): any clause creating a manifest imbalance between the parties' rights and obligations is unfair.

Enforceability: how to make your terms and conditions valid

The acceptance principle

For terms and conditions to be enforceable against a contracting party, that party must have known and accepted them before or at the time the contract was concluded. In practice:

In B2B:

• Send the terms and conditions with the quote or commercial proposal
• A note on order forms: "By signing this order form, the customer declares having read the enclosed terms and conditions and accepting them."
• Publish them on the website, with a reference on invoices and quotes

In B2C (online sales):

• Display the terms and conditions before the order is confirmed
• A mandatory checkbox: "I have read and accept the terms and conditions of sale"
• The option to download the terms and conditions as a PDF
• Send an order confirmation with the terms and conditions attached

The "battle of forms" in B2B

When the seller imposes its terms and conditions and the buyer imposes its own general purchase conditions, a conflict arises. The new Belgian Civil Code (article 5.23) sets out the "knock-out" rule: contradictory clauses cancel each other out, and default statutory law fills the gap.

Language obligations

In Belgium, language obligations vary by region:

In B2B, the parties are free to choose the language of the contract, but invoices must comply with the regional language obligations.

A terms and conditions template for Belgium

Here is the recommended structure for a complete set of terms and conditions:

1. Article 1 – Definitions and scope
2. Article 2 – Identity of the business
3. Article 3 – Offers and orders
4. Article 4 – Prices and payment terms
5. Article 5 – Delivery and transfer of risk
6. Article 6 – Right of withdrawal (B2C)
7. Article 7 – Statutory and commercial guarantees
8. Article 8 – Liability and limitations
9. Article 9 – Force majeure
10. Article 10 – Intellectual property
11. Article 11 – Personal data protection
12. Article 12 – Complaints and after-sales service
13. Article 13 – Dispute resolution (mediation, arbitration, courts)
14. Article 14 – Governing law and competent court
15. Article 15 – Final provisions (partial invalidity, entire agreement)

Cost of professional drafting

Updating and amending your terms and conditions

Terms and conditions should be updated regularly to reflect:

• Legislative changes (new EU directives, amendments to the CDE)
• Changes in commercial policy
• New industry practices

In B2C, any change to the terms and conditions of an ongoing contract must be notified to the consumer with reasonable notice and a right of termination.

Conclusion

Well-drafted terms and conditions are an essential tool for every entrepreneur in Belgium. They secure commercial transactions, protect against disputes and demonstrate the business's professionalism. Whether your activity is B2B or B2C, online or in-store, your terms and conditions must comply with the Belgian legal framework, in particular the CDE, the new Civil Code and the GDPR. Do not hesitate to use a specialist lawyer for a bespoke draft tailored to your business and sector.