Home > Publications > B2B terms rundown 1 – Is contractual freedom actually restricted as from 1 December 2020
Print pageprint Stay Informedprint

Publications

B2B terms rundown 1 – Is contractual freedom actually restricted as from 1 December 2020

autor
Author(s) of this Publication

For all b2b contracts entered, renewed or extended as from 1 December 2020 a clause that creates a significant/manifest imbalance between the parties’ rights and obligations is unfair and prohibited. Will this broad “catch all” provision lead to an increase of clauses annulled while previously tolerated?

Case law will tell but while maybe annulment claims will boom, let's not expect a revolution. Courts will probably be cautious and only ban terms that appear as clearly unacceptable. They will focus on those contracts with in addition a prior (economic) inequality between the parties.

In the end it is unlikely that this catch all prohibition (more on specific unfair terms in later posts) will restrict contractual freedom and performance substantially more than what was the case until now (through other means such as "qualified lesion", avoided consent, abuse of rights, excessive limitation of liability or, more recently, abuse of economic dependence).

These short #b2btermsrundown posts will – randomly and in a nutshell - identify topics of the new b2b unfair terms rules in the Code of Economic Law 

Don't want to miss any updates? Complete our Stay-Informed form here.

For more information, don’t hesitate to reach out to Olivier Vanden Berghe.