How will the B2B law affect general terms and conditions?
With the Law of 4 April 2019 concerning the abuse of economic dependence, unfair clauses and unfair market practices in B2B relations (the “B2B Law”), the Belgian legislator has introduced a prohibition on 'unfair clauses' in agreements between enterprises. In short, the B2B Law prohibits each clause which, individually or taken together with other clauses, creates a significant imbalance between parties’ rights and obligations. Only the 'core clauses' of an agreement escape the new rules, provided that they are intelligible and clear/transparent.
The B2B Law furthermore includes a ‘black list’ (4 clauses which are in all cases deemed to be unfair and therefore prohibited) and a ‘grey list’ (8 clauses which are presumed to be unfair but the presumption can be rebutted). We refer to the webpage New rules in B2B relationships for further general information on the B2B Law.
The legal uncertainty created by this new B2B legislation can have an important impact on your commercial agreements. Below, we will discuss its impact on general terms and conditions.
Don’t hesitate to reach out if we can be of any assistance to you in this respect.
Stéphanie De SmedtCounsel Attorney at Law
Stéphanie De Smedt, attorney-at-law, is a member of the Litigation & Risk Management practice group in our Brussels office. She is head for Belgium of the IP/IT Team, the Data Protection Team and the Life Sciences Team.T: +32 2 773 23 77 E: [email protected]
Wannes BuelensAssociate Attorney at Law
Wannes Buelens is a member of the Litigation & Risk Management practice group in our Brussels office. He specializes in health law, liability law and insurance law. He is also a member of the firmwide Healthcare & Life Sciences Team.T: +32 2 773 23 72 M: +32 4 94 43 31 04 E: [email protected]
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