Another milestone has been reached with regard to the new Belgian Civil Code. On 20 February 2025, the legislative proposal to insert Book 7 “Special Contracts” was submitted. This offers a legal framework of mainly suppletive law regarding contracts relating to sales, exchange, lease, loan for use, services, sequestration and settlement agreements, as well as for certain aleatory contracts.
Here already are seven interesting observations regarding the proposed Book 7 of the Civil Code:
- The legislative proposal introduces a general regime for service contracts. A service contract exists when a material or intellectual service is carried out without a subordinate relationship between the contracting parties (e.g. contract for works, mandate contract, deposit contract).
- A safety duty for the contractor is provided for in the framework of a service contract. If the execution of the service contract involves certain risks for the client or its goods, for third parties or their goods, for the environment, etc., then the contractor has a safety duty: according to the Parliamentary Explanatory Notes, the contractor must take all reasonable measures to avoid those risks materialising during the performance of the service.
- It is clarified that the direct claim of the auxiliary against the client applies for all service contracts in the event that the contractor does not pay the auxiliary.
- The dual liability regime for visible and hidden defects in sales is abolished. Both types of defect are now subject to the obligation to deliver conforming goods and are thus subject to the same rules. The seller’s warranty period is limited to defects that become apparent within 10 years of delivery.
- Unlike under the current law, in principle, manufacturers and specialised sellers will in future be able to exempt themselves from liability for hidden defects (although the latter term will no longer be used) in relation to other businesses. However, this exemption will not be possible in relation to consumers.
- Unless otherwise agreed by the parties, the transfer of ownership will no longer result in the transfer of risk. The risk will only pass upon delivery of the goods. Thus, if a good is destroyed as a result of the effects of force majeure prior to delivery, the buyer of the good can no longer demand delivery, but is in turn also released from the obligation to pay the price.
- Unilateral (out-of-court) termination for breach and unilateral annulment are not possible in lease agreements concerning immovable goods. The same applies to settlement agreements – although, unlike in lease agreements for immovable goods, a termination clause may be included in such settlement agreements.
Book 7 of the Civil Code will apply to contracts concluded after its entry into force.
