Belgian companies seek to minimise potential risks in international sales contracts and therefore opt for the application of Belgian law. However, unintentionally, this choice may result in a completely different and unfamiliar legal system becoming applicable.
Why opting for Belgian law can have unexpected consequences
For many companies, the Vienna Sales Convention on Contracts for the International Sale of Goods is an unknown unknown. They want familiar Belgian rules to apply, without having to worry about complex international conventions. However, companies do not realise that the Vienna Sales Convention may automatically apply because of the choice for Belgian law.
As a result of Belgium’s ratification of the Vienna Sales Convention, it forms an integral part of Belgian law and, unless expressly excluded, automatically applies to international sales of movable goods where Belgian law has been chosen.
An ill-considered choice for Belgian law can thus have unexpected consequences, e.g. the Vienna Sales Convention applies different rules to dispute an invoice, different rules of evidence, an explicit right of rectification for the seller after delivery, stricter requirements for the termination of the contract for breach, strict duties to examine and notify defects in goods, etc. It is generally accepted that the Vienna Sales Convention is more seller-friendly than Belgian law (and many other common legal systems).
Recent decision of the Cour de Cassation?
The surprising application of the Vienna Sales Convention was recently demonstrated by a judgment of the Cour de Cassation of 29 May 2026 concerning orders and deliveries of liquorice between a Belgian buyer and a supplier from Afghanistan.
Previously, the Mons Court of Appeal ruled that the Vienna Sales Convention did not apply, since Afghanistan was not a contracting state. However, the Cour de Cassation (rightly) decided that the Vienna Sales Convention applies automatically not only where the sale is concluded between companies from contracting states (97 leading countries which together account for more than two-thirds of world trade), but also where the parties have opted for the application of the law of the country that has incorporated the Vienna Convention, in this case Belgian law.
Unwittingly, the Belgian buyer was thus confronted with the application of the Vienna Sales Convention, more specifically with different rules on how an invoice should be disputed.
Lessons for companies?
This decision emphasizes the importance of the law applicable to your business contracts, i.e.:
- a failure to specify the applicable law may (unwittingly) expose the business to protracted legal battles over which rules may or will apply;
- even opting for Belgian law may inadvertently result in the application of conventions ratified by Belgium, such as the Vienna Sales Convention;
- in order to exclude the Vienna Sales Convention and opt for the familiar Belgian law, the choice must be made expressly to the exclusion of international sales conventions.
How can De Langhe Advocaten help you?
De Langhe Advocaten, a law firm specialising in (international) commercial law, assists companies with:
- drafting, negotiating and streamlining (international) purchase and sale agreements;
- advice and legal certainty on the applicable rules and risks;
- assistance with cross-border commercial disputes, breaches of contract and invoice disputes.
Would you like to have your (international) contracts or general terms and conditions reviewed, or are you involved in a specific dispute with a foreign trading partner? Please feel free to reach out to De Langhe Advocaten for an initial meeting. As commercial lawyers, they always consider the legal and commercial impact for your business.
Authors:
- Pieter-Jan Aerts, Partner at De Langhe Advocaten
- Laurens Huysveld, Advocaat-stagiair at De Langhe Advocaten
