COMMERCIAL LAW

If you want to start a business, it is important that you are well prepared. A good preparation can save you a lot of time as well as costs and can prevent future discussions. Commercial law is a broad field of expertise with many pitfalls, but even more possibilities. If you are aware of both, you will be one step ahead of your competitors.

General terms and conditions: the basis of your business

First of all, we can provide you with clear general terms and conditions in which the rights and obligations of you and your customer or business partner are determined. Well-drafted general terms and conditions can reduce your risks as an entrepreneur. For example, you may include provisions relating to liability (such as an exemption clause, see our publication De grenzen van het exoneratiebeding aftasten), payment terms, warranty or a retention of title.

Pre-contractual information requirements: unpleasant but necessary

If you wish to enter into a commercial agreement with a partner – for example, a distribution, licensing, franchising or agency agreement – you must consider the pre-contractual information obligations. These obligations include providing your partner with detailed information about your service or product, the target group, the target market, etc. Non-compliance with these pre-contractual information obligations can lead to severe sanctions such as the nullity of the agreement with your partner. More information about the pre-contractual information obligations can be found in our publication Precontractuele informatie bij commerciële samenwerkingsovereenkomsten: nietigheid op de loer. We can help you with these pre-contractual information obligations and provide you with a checklist containing all information that you need to provide to your business partner.

Variety of commercial agreements

Furthermore, it is of course important that the agreements with your business partners are drafted correctly in terms of content. Depending on the type of agreement, you should also take into account that mandatory legal provisions may apply. Our office specialises in drafting commercial agreements with Belgian or foreign partners, tailored to your company’s needs. For example, we can advise you on drafting or reviewing commercial agreements such as:

licence agreement
distribution agreement
management agreement
NDA (non-disclosure agreement)
agency agreement
cooperation agreement
franchising agreement
services agreement (consultancy)
building contract
sale/purchase agreement

Tailor-made

Commercial agreements can largely – without to many legal boundaries – be negotiated between the contracting parties, so it is important to look at each agreement individually and to tailor it to your company’s needs. A non-competition clause for example, is a recurring clause, but one that has important conditions and consequences. You can read more about this in our publication Matiging bij nietigheid concurrentiebeding: een doorbraak?.

Competition law (B2B) and market practices (B2C)

When drafting your agreements, you should also consider competition law and market practices. The purpose of competition law is to ensure fair competition between companies (i.e. in a B2B relationship). On the other hand, the rules on market practices serve to protect consumers (i.e. in a B2C relationship). Certain clauses or behaviours are prohibited or mandatory within the framework of these legal rules. Using our expertise, you can bring your business strategy into line with these rules.

Debt collection: what if debtors do not pay?

If you have your general terms and conditions and contracts in order, you will be able to do business and invoice your activities. In practice, however, there is a real risk that not all customers and/or partners will pay your invoices correctly and on time. If you have to deal with non-payment, we can assist your company in the collection of your unpaid invoices, either amicably (via a final reminder) or via a legal procedure.

Amicable settlement, mediation, legal proceedings or arbitration: we are all-rounders.

It is often more beneficial for your company to settle disputes amicably or to resolve them through mediation. Unfortunately, this is not always possible and disputes may result in legal or arbitration proceedings. Of course, we are also at your service to represent you before courts or arbitration tribunals.

Euregional or international entrepreneurship? Yes, please!

If you are active across borders, many interesting, but often annoying, barriers may appear. If, for example, you sell to foreign consumers via a web shop or physical store, it is best to adapt your general terms and conditions to the legislation of the country in which the consumer in question lives. Although a large part of the consumer legislation is European and therefore similar in all EU countries, there are many subtle differences, which often have far-reaching consequences. You should also pay attention to commercial contracts. After all, which law will apply and which courts have jurisdiction? There are European rules that determine which law is applicable and which court has jurisdiction if this has not been arranged between the parties. However, it is preferable to determine this contractually.

Our specialists in commercial law

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COMMERCIAL LAW | Peeters Euregio Law