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b2b terms rundown#8 – b2b-law vs. New Civil Code

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The draft proposal of Book 5 of the New Civil Code, on contracts, has just been reintroduced before the Chamber of Representatives.

It now has its own general rule on unfair terms (“any term that creates significant imbalance between the parties’ rights and obligations”), aiming at making the law on unfair b2b terms redundant (“It will be for the legislator to decide whether it should be maintained”).

The new prohibition will only apply to standard terms (toetredingscontracten, contrats d’adhésion). “This prevents a contract that was actually negotiated and concluded with full knowledge of the facts from being challenged later, on the basis of “unfair terms”, which would be contrary to the purpose of the law and unduly impair freedom of contract.” This is a gentle sneer at the b2b law’s (too) large scope that applies to negotiated contracts as well.

The b2b law was voted hastily in April 2019, cutting in line the New Civil Code that was waiting to be adopted after careful drafting and extensive reflection by a commission of experts.

The Civil Code now strikes back.

B2b law - New Civil Code 1 - 1

These short #b2btermsrundown posts randomly identify topics of the new b2b law.


Olivier Vanden Berghe (o.vandenberghe@liedekerke.com)