On 16 July 2026, the Belgian Parliament adopted Book 7 of the new Civil Code, introducing a comprehensive overhaul of several key contractual relationships.
In our first article (read it here), we outlined the reform and its expected entry into force in September 2027.
This article examines one of the most significant changes affecting sales contracts: the unification of the conformity and hidden defects regimes and the reshaping of the liability framework applicable to specialised sellers.
A unified obligation to deliver a conforming good
One of the key innovations introduced by Book 7 is the merger of the obligation to deliver a conforming good with the traditional guarantee against hidden defects (“garantie des vices cachés” / “vrijwaring voor verborgen gebreken“).
Under the new framework, all defects, whether apparent or hidden, will be treated as defects of conformity. The specific remedies historically associated with hidden defects are abandoned in favour of a single and more coherent regime.
This represents a significant simplification of Belgian sales law. Under the previous framework, conformity and hidden defects were governed by distinct conditions of application, remedies, limitation periods and exemption rules. The boundary between the two regimes was frequently debated.
Why is this important?
Beyond simplification, the reform seeks to align Belgian law more closely with neighbouring legal systems, the consumer sales regime and the Vienna Convention on the International Sale of Goods.
The new framework therefore contributes to the broader modernisation of Belgian contract law and promotes greater consistency across different areas of sales law.
A new framework for specialised sellers
Book 7 also abandons the long-established presumption that a specialised seller is deemed to have known of a hidden defect (the infamous “bad faith presumption”).
Under the previous regime, specialised sellers, including manufacturers and suppliers, were subject to a particularly stringent liability framework. In practice, they could avoid liability only by demonstrating that it had been absolutely impossible to detect the defect. They were therefore unable to limit or exclude their liability with an exemption clause, even when the buyer was a professional.
The threshold for being considered a specialised seller was relatively low, as it was generally sufficient that the seller operated within the relevant sector and possessed the corresponding technical expertise.
Under Book 7, this presumption disappears. Subject to the limits imposed by consumer protection rules and general contract law, specialised sellers will enjoy greater freedom to contractually allocate conformity-related risks.
Does this leave buyers unprotected?
No. Book 7 does not remove all protection available to buyers.
Consumers remain protected by the rules prohibiting unfair contract terms. Article 7.2.37 expressly provides that the conformity regime is mandatory in favour of consumers.
In addition, in any case, contractual clauses remain subject to the general limits of Belgian contract law. Pursuant to Article 5.89 of the Civil Code, a clause that would deprive the contract of its essential substance may be held invalid. The seller is also prohibited from excluding their liability in case of an intentional breach, which is generally the case when they were aware of the defect.
This being said, the new regime leaves much more freedom to parties to a B2B sales contract to modulate the seller’s liability. This is a significant departure from the old law.
Preparing for the future
Although Book 7 is expected to become applicable only in September 2027, businesses active in the sale of goods would be well advised to begin assessing its implications now.
Manufacturers, suppliers, distributors and retailers may wish to review their standard terms and conditions, conformity provisions and contractual risk-allocation mechanisms.
Particular attention should be paid to sales documentation that currently relies on the traditional distinction between conformity and hidden defects, as that distinction will no longer play the same role under the new framework.
Terms applicable to B2B sales should also be reviewed to take into account the new margin of negotiation granted to the parties.
Early preparation can help ensure that contractual documentation remains fit for purpose once the new regime becomes applicable.
Further insights to come
In the coming months, Simont Braun will continue to examine the practical implications of Book 7 for businesses operating in Belgium. Further insights on specific aspects of the reform will be shared via our LinkedIn page.
In parallel, our lawyers Thomas Derval, Rafaël Jafferali and Charles-Edouard Lambert are coordinating a conference dedicated to the reform, as well as a collective publication scheduled for early 2027.
Questions about Book 7 and its implications for sales contracts? Please feel free to contact the author of this article, Rafaël Jafferali.
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This newsletter does not constitute legal advice or a legal opinion. Please consult with a legal counsel before taking any action based on the information provided.