Signed is not the same as valid

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Why a small supplier should know this before the next renewal

The belief that consumer protection is the only protection, and that two businesses may agree absolutely anything, is one of the most expensive misconceptions in Belgian commercial life. It stopped being true on 1 December 2020, when the rules on unfair terms between undertakings took effect. Four clause types became void in all circumstances: binding one party irrevocably while the other's performance rests on a condition it alone controls, reserving a unilateral right to interpret the agreement, a waiver of all recourse, and an irrebuttable finding that someone accepted terms they could not have seen. Eight more became presumed unfair, including unilateral price changes without a valid reason, renewal without reasonable notice, and exclusion of liability for gross negligence. Above those lists sits a general test: a clause creating a manifest imbalance between the parties can fall, though price and subject matter are outside the assessment.

Alongside that sits a rule with an immediate effect on cash. Since 1 February 2022 a payment term between undertakings may not exceed sixty calendar days, and unlike before, the parties cannot agree to extend it. Any inspection or acceptance period is counted within those sixty days rather than tacked on afterwards. Interest on late payment is due as of right, with no reminder required, together with a fixed sum for recovery costs. The practical picture is a small supplier accepting ninety-day terms it never had to accept, then declining to charge interest it was already entitled to, and calling the result a commercial relationship. It is a transfer of margin, and it is voluntary.

One limit on this work is stated as firmly as the rest of it. Identifying which terms are one-sided, what they cost and what to ask about is commercial analysis. Advising on their legal effect is legal advice, reserved in Belgium to the Bar. So what leaves here is a short, specific list of questions and a recommendation to take them to a lawyer, not an opinion wearing a consultant's signature. In practice that makes the lawyer's involvement shorter and cheaper, which is the point.