The Sale Contract under the New Belgian Civil Code

The sale contract has been significantly amended by the new Belgian Civil Code.

The Act of 13 April 2019 launched the progressive reform of the Belgian Civil Code. While several Books have already entered into force, the reform is continuing with the proposal to reform the law of special contracts through the introduction of a new Book 7 into the Civil Code.

This new Book modernises several categories of contracts already regulated under the former Civil Code, including in particular:

• sales contracts;
• leases;
• contracts for services (contracts for work);
• agency contracts;
• deposit contracts;
• settlement agreements;
• loans for use;
• certain aleatory contracts.

What are the practical implications of this reform? This page focuses on its impact on sales law.

The Sale Contract: Interaction Between Old and New Civil Code Rules Over Time

The reform introduced by Book 7 of the new Civil Code is generally considered a reform preserving existing law (i.e. without a radical break). Nevertheless, it introduces several important changes.

Article 27 lays down the transitional provisions:
“The provisions of Book 7 of the Civil Code apply to all legal acts and legal facts occurring after the entry into force of this Act.”

In practice, this means that Book 7 does not apply retroactively. The former law continues to apply:

• to the future effects of legal acts or legal facts that occurred before the entry into force of the new law;
• to legal acts and legal facts occurring after the entry into force of the new law where they relate to an obligation arising from a legal act or legal fact that occurred before the new law (Article 27, paragraph 2, 2°).

Key Changes to the Sale Contract under the New Civil Code

Although the reform is intended to preserve existing principles, several noteworthy changes have been introduced.

Merger of the Obligation of Delivery and the Hidden Defects Warranty

Under the former Civil Code, the law of sale was based on a dual system:

• liability for hidden defects;
• the obligation to deliver goods in conformity with the contract.

Book 7 now adopts a simplified approach: the seller is solely obliged to deliver goods that are in conformity with the sale agreement.

This conformity warranty applies for ten years from delivery, and the buyer has a two‑year limitation period from the discovery of the non‑conformity to take legal action.

Abolition of the Action for Substantial Mistake

It is no longer possible to combine a claim based on lack of conformity with an action based on mistake as to the substance of the goods. In the event of an issue, the buyer may now rely only on the lack of conformity.