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More on this topic:
- International Contract Drafting
- General Terms and Conditions: The Foundation of Your Business in Belgium
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Our areas of expertise include
- Market development
- Administrative support
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Corporate
- Company formation
- Acquisition of a company (M&A)
- Compliance
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Employment
- Personnel
- Secondment
- Compliance
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Commercial
- Distribution, contracts & GTC
- Debt collection
- Litigation
- Enforcement
A solid understanding of Belgian distribution and contract law is paramount for achieving success in the Belgian market. The distribution options abroad are very diverse and depend on the size of the company, the product or service and the company’s overall marketing strategy. It is also crucial to be aware of the legal implications of general terms and conditions in Belgium. Our team is well-versed in offering comprehensive legal counsel, encompassing distribution channels, commercial agents, and the drafting of contracts tailored to the Belgian legal landscape.
Website or webshop for the Belgian market
To enter a foreign market, products are often first sold through a website or webshop. If you sell to Belgian consumers via a web shop, it is important that you adapt your general terms and conditions to Belgian law.
Our law firm can provide a service to adapt your general terms and conditions to the specificities of e-commerce (e.g. a right of withdrawal for consumers) and draft a disclaimer that protects your company against risks. Further information on our general terms and conditions under Belgian law can be found on the page General terms and conditions: the basis of your business in Belgium.
It is also imperative to be aware of the mandatory information that must be provided on your website in relation to the protection of personal data (GDPR regulations), particularly if you collect customer data through your website. Further information on this can be found in the Data protection section. Finally, it is also essential to consider tax implications, including the application of VAT regulations (see Tax Law).
Distribution law
In the area of distribution law, we advise mainly medium-sized foreign companies and distributors wishing to distribute their goods and services in Belgium. Our services include the establishment of distribution structures from legal and commercial perspectives, as well as ongoing advice on existing distribution systems.
This includes the drafting and review of commercial agency and authorised distributor agreements, as well as the drafting of cooperation agreements tailored to the respective requirements. Finally, we advise on the termination and winding up of distribution structures, in particular the termination of commercial agency and authorised dealer agreements, including litigation. We assess potential claims for damages and develop strategies for their defence.
The Belgian authorised distributor
Medium-sized companies frequently partner with authorised distributors to market their products in Belgium. The authorised distributor sells the foreign exporter’s goods to Belgian customers in its own name and on its own account. This arrangement offers foreign companies several advantages, including access to the local distributor’s market expertise and a streamlined process in familiarising themselves with local market requirements.
The Belgian sales representative
Another option is to export through a commercial agent. The agent is an independent entrepreneur who places orders in Belgium on behalf of the foreign exporter. In return, the agent receives a commission. A commercial agent operates with greater autonomy than an employed sales representative, as they are not bound by the instructions of the exporter. When a commercial agent is involved, the transactions are concluded between the foreign seller and the Belgian customer and must be regulated separately by contract.
The agent may also be authorised to conclude contracts on behalf of the seller. The use of a commercial agent is particularly useful when direct deliveries are to be made to end customers or when certain industry or market structures require it. Ideally, the commercial agent acts as an interface between the foreign company and the Belgian market, exploring the market and identifying potential sales opportunities. Please note: In the event of contract termination, the commercial agent is entitled to compensation.
Distribution by own personnel
It may also be advisable to employ your own sales representatives (sales staff). The advantage of using your own staff is that you can manage your overseas sales more effectively. However, it is important to exercise caution in this regard: In contrast to the practices in some other countries, the sales representative in Belgium is entitled to compensation at the end of the employment relationship. For more information on employing personnel in Belgium, please refer to the Personnel in Belgium page.
Caution with a permanent establishment for tax purposes in Belgium
Working with authorised distributors, commercial agents or your own employees does not generally result in a permanent establishment in Belgium and therefore no tax liability. However, it is essential to observe certain fundamental principles, particularly when engaging your own employees. For instance, to avoid establishing a permanent establishment in Belgium, it is essential to ensure that the employee does not have a power of attorney.
Drafting contracts with Belgian business partners
In order to ensure smooth cooperation with distribution partners based in Belgium, it is advisable to put the distribution cooperation in writing. This is typically achieved through a commercial agency agreement, if only business is to be brokered, or, in the case of authorised distributors acting in their own name and for their own account, a framework distribution agreement, which ideally also contains the general terms and conditions for the individual supply transactions. For further information on our services in this area, please refer to our International Contract Drafting service. For commercial agents, an employment contract must be used in accordance with the provisions of Belgian labour law (see also Employment law and Human Resources in Belgium).
Terms and conditions for Belgium
Very prompt and thorough handling. The general terms and conditions were perfectly aligned with Belgian law, both in language and substance. We would gladly consult Mr. Wirtz again for questions regarding Belgian law.
International contract law
Mr. Wirtz is an excellent lawyer. He approaches his work with great energy, is precise, and always punctual. He explains everything clearly and involves his clients in the strategy. I have complete confidence in him.
Do you have any questions?
Do you have any questions about market development? Do not hesitate to contact our specialist lawyer for employment and commercial law Marco Wirtz. By email at m.wirtz@euregio.law or by phone +32 11 29 47 01.
