A machine may appear to function properly on delivery, only to fail a few months later. How can you establish whether the defect was already present at delivery? If rented offices no longer meet the requirements for their agreed use, what can the tenant expect? And when a project stalls because the parties disagree about who had to provide key information, who bears responsibility for the resulting delay of the project?
These are familiar business situations, but the rules governing them have traditionally been spread across different parts of the law. Book 7 of the Belgian Civil Code brings together and modernises many rules on a broad range of specific contracts, including sales, leases and services, as well as other specialised contracts. It goes beyond reorganising existing legislation: it also clarifies the responsibilities of the parties and changes certain rules on conformity, risk, acceptance and time limits.
The practical impact may be felt not only in contract templates, but also in how businesses negotiate, perform, document, and manage their agreements. This first article in a series on the new Book 7 provides a general overview of the expected practical impact of Book 7 on your business. In the next articles of this series, we will focus on the rules on sales and services, before turning to the application of Book 7 to real estate (including sales, services and leases) and finally to the rules specific to consumer contracts (B2C).
What happens if your contract is silent?
Many of the rules in Book 7 are default rules. This means that they apply by default unless the parties have validly agreed otherwise. If a contract does not specify when delivery or acceptance takes place, how a defect must be reported or which party bears a particular cost or risk, Book 7 will probably provide the answer. Those default rules may, however, not reflect what the parties have in mind…
Businesses should therefore ask themselves not only whether they have a written contract but also whether it clearly addresses the issues that matter to them. Indeed, reviewing relevant contracts and templates in advance can help identify where clearer or different arrangements may be needed. That freedom is not unlimited: certain rules, particularly in consumer relationships and specific real estate contexts (see our later articles in the series), are mandatory. The practical impact of the new rules will therefore differ between B2B and B2C contexts, as businesses have less freedom to depart from rules protecting consumers.
For example, a contract can specify what each party must provide and by when, as well as what happens if information, products or services are delivered late. If those responsibilities are not clearly allocated, the differing expectations of the parties may become apparent only after a delay or dispute.
The first step, then, is to identify what kind of contract the parties have made.
What kind of contract are you entering into?
Some business arrangements combine a product and a service. For example, a supplier may provide and install a machine, or a company may undertake the construction of a building. Book 7 provides criteria to determine whether such an arrangement is classified as a sale or a services contract.
That classification may affect the parties’ obligations, the available remedies and the applicable time limitations. The title given to the contract is not necessarily decisive: its actual content and purpose also matter.
Is the installation of a machine merely an additional service, or is a fully installed and operational machine the promised result? The distinction may be particularly relevant in construction and real estate projects.
Once the type of contract is clear, the next question is what the other party is entitled to expect from the promised product, property or service.
Conformity as a common thread
A central concept throughout Book 7 is conformity. Depending on the type of contract, a product, rented property or service may be assessed against the express terms of the contract and, where applicable, what the other party can reasonably expect.
A machine that switches on may therefore still be non-conforming if it cannot perform the function described in the agreed specifications. A rented property may raise similar questions if it can no longer be used for the agreed purpose. A service may be non-conforming if the agreed deliverable does not meet the requirements set out in the scope of work.
This makes the wording of specifications, intended use, deliverables and service levels in the agreement particularly important. Product descriptions, commercial communications and general terms and conditions should also tell a consistent story. The more precisely the parties document what has been promised, the less room there is for disagreement afterwards.
Those expectations need to be reflected not only in the contract, but also in the way the parties manage performance and record what happens.
From contract terms to contract management
Book 7 affects not only what businesses include in their contracts, but also how those contracts are managed in practice, from the exchange of information and the performance of obligations to delivery, acceptance and the reporting of defects. Clear procedures and reliable records can therefore be just as important as carefully drafted clauses. The precise impact will depend on the type of contract and the relationship between the parties.
When does it take effect?
Following its publication on 23 September 2026, Book 7 is due to enter into force on 1 September 2027.
Book 7 will apply to legal acts and facts occurring from 1 September 2027 onwards. Existing contracts will not automatically switch to the new regime. Unless the parties agree otherwise, the previous rules will continue to apply to (i) the future effects of legal acts and legal facts that occurred before that date, and (ii) later legal acts and legal facts relating to an obligation that arose from a legal act or fact occurring before that date. For example, if a sale agreement concluded before 1 September 2027 requires delivery after that date, the previous rules may still apply to that delivery obligation. Businesses may therefore need to consider which rules apply to a particular obligation under an existing contract or have to manage similar contracts under two different legal frameworks.
Where should you start?
Book 7 is not a reason to rewrite every contract overnight. A practical first step is to focus on frequently used templates, long-term agreements, and arrangements where delivery, acceptance, warranties or complaints have the potential to lead to discussion. The review should extend beyond negotiated contracts to general terms and conditions, product specifications, scopes of work and the related internal procedures.
Five questions will help you set priorities for your business:
- Is it clear which Book 7 rules apply by default, and whether we want to agree different terms where the law allows it, while respecting mandatory rules?
- Is it clear whether you are supplying a product, providing a service or doing both?
- Does the contract clearly describe what is being supplied and what the other party may expect?
- Does it allocate the information, instructions, approvals and coordination required from each party?
- Can you demonstrate when delivery or acceptance took place and how defects or complaints were reported?
Not sure where to start? Grant Thornton can help identify which contracts and processes should be reviewed first, which changes are genuinely required and where your existing approach can remain in place.