Belgian tax reform: what is in it for the private equity sector ?

Delivery may be physical, symbolic or intellectual. Where the buyer already has possession of or access to the good, for example as a tenant, delivery can take place by simple agreement between the parties.

Unless otherwise agreed, the seller bears all delivery‑related costs. Book 7 specifies that in case of a sale agreement relating to an immovable property, all costs legally required for the sale of the property concerned, including the costs relating to the searches regarding the property’s legal status, proof of the seller’s capacity and the certificates or documents that the seller is required by law to provide to the buyer, are to be borne by the seller.

According to Book 7, a good is considered to be in conformity if it meets both the contractual specifications and what the buyer may reasonably expect, thereby taking into account the law, custom, good faith, the nature of the property, the buyer’s expertise and the overall circumstances.

The seller is liable for conformity defects that existed at least in embryonic form at the time of delivery, even if they only become apparent afterwards and even if the seller was unaware of them. The buyer bears the burden of proof in this respect.

The seller’s liability is limited to defects that arise within ten years from delivery. The buyer must notify the seller of a defect within a reasonable period after it has been discovered or should have been discovered. What constitutes a reasonable period depends on the circumstances of the case (in particular, the nature of the goods, the nature of the defect of conformity, the parties’ capabilities, and commercial practices). A simple notification suffices; no legal action is required at that stage.

Claims for lack of conformity become time‑barred two years after notification, although this limitation period is suspended during sufficiently serious negotiations between the parties and during judicial or adversarial extrajudicial expert investigations.