Key takeaways
- Terms and conditions of sale are not mandatory in Belgium, but without them the general law applies and you lose your protections as a seller.
- Their legal force depends on enforceability: the customer must have been able to read them and have accepted them before or when the order is placed.
- The decisive clauses concern payment: due date, late-payment interest, recovery compensation, and retention of title.
- Between businesses, contractual freedom stays broad, but a list of prohibited unfair terms has applied since 1 December 2020.
What terms and conditions of sale are
Terms and conditions of sale (T&Cs) are a company's contractual backbone: the set of rules that frame every sale of goods or services to its customers. They settle in advance what would otherwise be negotiated case by case or, in a dispute, decided by the general law. Price, deadlines, payment, delivery, liability, ownership of the goods: T&Cs set the frame once and for all.
For a Belgian business, they play two roles. First, prevention: clear conditions avoid misunderstandings about what was agreed. Second, protection: it is your T&Cs that let you claim late-payment interest, keep ownership of an unpaid item, or bring a dispute before the court of your choice.
Are T&Cs mandatory in Belgium
No legal provision requires a company to draft terms and conditions of sale. On this point Belgian law leaves you free: you can sell without T&Cs. But that freedom has a downside. Without T&Cs, each sale is governed by the general law of contract and sale, which knows nothing of your contractual late-payment interest, your retention-of-title clause, or the court you would have chosen.
So the question is not "must I" but "is it in my interest to". For nearly all SMEs and the self-employed, the answer is yes: well-drafted T&Cs turn a balance of power unfavourable to the seller into a frame negotiated in advance. This is especially true for recovering unpaid invoices, where the absence of a penalty clause deprives the creditor of a valuable lever.
There is no obligation to draft T&Cs, but some statements become mandatory as soon as you invoice: identity, company number, VAT rate. Those belong to the invoicing rules, which are separate from the T&Cs; we cover them in the mandatory statements on an invoice.
The essential clauses in your terms and conditions of sale
There is no single legal template. Useful T&Cs nonetheless cover a core set of headings, to be adapted to your activity. Here are the components not to leave out.
The clause-by-clause core
Identification and object
Who sells, to whom, and what: company name, company number, and the scope of the goods or services the conditions cover.
Price and payment terms
Currency, applicable VAT, payment due date and accepted methods. The payment term is the most frequently invoked clause.
Late-payment interest and compensation
The interest rate owed on late payment and the fixed recovery compensation, so that a late payment carries a cost for the customer.
Retention of title
The clause that keeps you the owner of the goods until they are paid in full: a safety net if the customer defaults.
Delivery and transfer of risk
Indicative or firm deadlines, place of delivery, and the moment risk passes to the buyer.
Complaints and warranty
The time limit to contest a delivery and the extent of the warranty you offer, beyond the statutory guarantees.
Governing law and jurisdiction
Belgian law and the competent court, so a dispute is not settled somewhere other than where you are.
Making your T&Cs enforceable: the condition that decides everything
T&Cs only have value if they are enforceable against the customer, that is, legally binding on them. The rule, settled in Belgian law, has two parts: the customer must have had the opportunity to read the conditions, and must have accepted them, no later than when the contract is formed.
This is where many companies weaken their position. Conditions printed on the back of an invoice issued after delivery arrive too late: the sale is already concluded. For the same reason, a mere link buried in a footer is not always enough. Acceptance is all the easier to prove when it is explicit and comes before performance.
The decisive clauses: payment and ownership
Not all clauses carry the same weight. In practice, two families of clauses decide how solid your T&Cs are: those that organise payment, and the one that protects your ownership.
On payment, three levers combine. The payment term sets the due date. Late-payment interest makes delay costly. The fixed recovery compensation offsets your collection costs. Between businesses, a legal framework already governs these elements: it caps payment terms and provides interest and a minimum compensation in case of delay, which your T&Cs can refine but not weaken to the creditor's detriment. We cover this regime in payment terms between businesses and reducing late payments.
Retention of title is the other key clause. It lets you remain the owner of the goods sold until they are paid in full. If the customer defaults or goes bankrupt, it gives you a right over the goods that you would not have without it. To be fully effective, it must be agreed in writing, no later than at delivery: hence, again, the importance of enforceability upstream.
| T&Cs towards a business (B2B) | T&Cs towards a consumer (B2C) | |
|---|---|---|
| Freedom to draft clauses | Broad | Framed |
| Detailed pre-contractual information required | ||
| Right of withdrawal (distance selling) | ||
| List of prohibited unfair terms | ||
| Retention of title and contractual interest |
Unfair terms: freedom with limits, even between businesses
For a long time, the control of unfair terms concerned only consumer relations. That is no longer the case. Since 1 December 2020, the Code of Economic Law prohibits certain unbalanced clauses in contracts between businesses: a list of clauses deemed unfair in all circumstances, a list of clauses presumed unfair unless proven otherwise, and a general norm banning any manifest imbalance between the parties' rights and obligations.
In practice, a clause that would make you the sole judge of whether your performance is compliant, or that would exclude all liability on your part, risks being annulled. Effective T&Cs are therefore not unbalanced T&Cs: they protect the seller without crossing the line of manifest imbalance.
Invoice on a clear contractual basis
YouInv centralises your quotes, purchase orders, and compliant invoices, so your conditions of sale are attached at every step.
Drafting, dating, and maintaining your T&Cs
Good T&Cs are not drafted once and for all. They reflect your activity: a service provider, a wholesaler, and a software vendor do not have the same delivery clauses or the same warranties. A generic template used without adaptation is often unenforceable on the points that matter.
Date each version of your conditions and keep the earlier ones: a new version only applies to contracts concluded after it has been communicated. Finally, review them at every significant change in the law or in your offering. For the legally sensitive clauses, in particular retention of title and limitation of liability, a lawyer's advice remains the best investment.
Further reading
- The purchase order: role, statements, and link to the invoice: the document that seals the agreement before the invoice.
- Payment terms between businesses in Belgium: what the law imposes and what your T&Cs can refine.
- Reducing late payments: reminders and clauses that get you paid faster.
Are terms and conditions of sale mandatory in Belgium?
No, no law requires you to draft terms and conditions of sale. But without them, the general rules of contract and sale apply by default, and you lose the clauses that protect the seller, such as retention of title, contractual late-payment interest, or your choice of competent court. T&Cs remain strongly recommended.
How do you make terms and conditions of sale enforceable against a customer?
The customer must have had the chance to read them and must have accepted them, no later than when the contract is concluded. In practice: attach them to the quote or purchase order, have them signed or ticked, and reproduce them on the invoice. T&Cs printed only on the back of an invoice sent after the sale are often held unenforceable.
Which clauses should terms and conditions of sale include?
The essential clauses are: identification of the seller, the object and price, payment terms and methods, late-payment interest and recovery compensation, retention of title, delivery terms, warranty, limitation of liability, data protection, and the governing law and competent court.
What is the difference between B2B and B2C terms and conditions?
T&Cs aimed at consumers (B2C) are tightly framed by the Code of Economic Law: right of withdrawal, pre-contractual information, a ban on unfair terms. Business-to-business (B2B) T&Cs allow more contractual freedom, but since 1 December 2020 a list of prohibited unfair terms also applies to relations between businesses.
Can you change your terms and conditions of sale afterwards?
Yes, you can update your T&Cs, but a new version only applies to contracts concluded after it has been communicated to the customer. You cannot unilaterally impose new conditions on a sale already concluded. Date each version and keep the earlier ones.
