Distribution, contracts and T&C in Belgium

Commercial law and contract law in Belgium are indispensable for success on the local market. General terms and conditions have a high legal value in Belgium. We can help you with all legal questions regarding distribution forms, commercial agents or the drafting of contracts in Belgium.

Forms of distribution in Belgium

The possibilities for entering foreign markets are very diverse and depend on the size of the company, the product or service and the general marketing strategy of the company.

Medium-sized companies in particular often cooperate with an authorised distributor when marketing their products in Belgium. The distributor sells the foreign exporter’s goods to Belgian customers in its own name and on its own account. The foreign company benefits from the market knowledge of the local distributor and only has to familiarise itself with the local market requirements to a limited extent.

Another option is to export through a commercial agent. The commercial agent is an independent entrepreneur who arranges orders for the foreign exporter in Belgium. In return, the commercial agent receives a commission. In contrast to a salaried sales representative, the commercial agent is not bound by the exporter’s instructions. When using a commercial agent, the business transactions are concluded between the foreign company and the Belgian customer and must be regulated separately by contract. The commercial agent may also have a power of attorney to sign contracts on behalf of the foreign company. The use of a commercial agent is particularly useful when deliveries are to be made directly to end customers or when certain industry or market structures require it. Ideally, the commercial agent is the bridge between the foreign company and the Belgian market, exploring the market and uncovering potential sales opportunities. But be careful: If the contract is terminated, the commercial agent is entitled to compensation.

The use of your own sales representatives can also pay off. The advantage of using your own employees is that foreign sales can be managed in a more targeted manner. But be careful here, too: Unlike in some other countries, when the employment contract is terminated, the sales representative is also entitled to compensation (comparable to the self-employed commercial agent).

Cooperation with distributors, commercial agents or own employees does not in principle give rise to a permanent establishment in Belgium and thus no tax liability. However, some basic rules must be observed, especially when working with one’s own employees. If the creation of a permanent establishment in Belgium is to be avoided, it must be ensured, for example, that the employee does not have power of attorney to conclude contracts.

To ensure that the cooperation with Belgium-based sales partners runs smoothly, it is advisable to set out the sales cooperation in writing. This is usually done in the form of a commercial agency agreement – if only sales are to be brokered – or, in the case of distributors acting in their own name and on their own account, in the form of framework distribution agreements, which ideally also integrate the general terms and conditions for the individual supply transactions as an annex. In the case of sales representatives, an employment contract in accordance with the provisions of Belgian labour law should be used. More information on the employment of personnel in Belgium can be found on the page Personnel in Belgium. This page further deals with the options for contractual arrangements in contracts with self-employed sales partners and customers.

Distribution, contracts and T&C | Euregio Law & Tax