belgiquelex.be - Carrefour Bank of Legislation

2 AVRIL 2014. - Act to insert the book X "Trade agency contracts, commercial cooperation contracts and sales concessions" in the Economic Law Code, and to insert the definitions specific to Book X, in Book I^er Economic Law Code (1)

PHILIPPE, King of the Belgians,
To all, present and to come, Hi.
The Chambers adopted and We sanction the following:
CHAPTER I^er. - General provision
Article 1^er. This Act regulates a matter referred to in Article 78 of the Constitution.
CHAPTER II. - The Economic Law Code
Art. 2. In Book I, Title 2, of the Economic Law Code, a chapter 8 is inserted, as follows:
"CHAPITRE 8. - Specific definitions of book X.
Art. I.11. The following definitions are applicable to Book X:
1° "commercial agency contract": contract by which one of the parties, the commercial agent, is permanently charged, and for compensation, by the other party, committing it, without being subject to the authority of the latter, to the negotiation and possibly to the conclusion of business on behalf and on behalf of the principal.
The commercial agent organizes his activities as he hears and freely disposes of his time;
2° "commercial partnership agreement": agreement between several persons, by which one of these persons grants the other the right, to use during the sale of products or the provision of services, a commercial formula in one or more of the following forms:
- a common sign;
- a common commercial name;
- a transfer of know-how;
- commercial or technical assistance.
3° "sale concession": any agreement under which a grantor reserves, to one or more dealers, the right to sell, on their own behalf and on their own behalf, products that he manufactures or distributes. "
Art. 3. In the same Code a book X is inserted, as follows:
"LIVRE X. - Commercial agency contracts, commercial cooperation contracts and sales concessions"
PART 1^er. - Commercial agency contracts
Art. X.1. This title is applicable to the commercial agency contract referred to in I.11, 1°.
This title does not apply to contracts with commercial agents whose intermediary activity is not carried out on a regular basis.
Art. X.2. The commercial agency contract is concluded for a specified or indeterminate duration.
The agency contract is concluded for an indefinite period when it has not been written or when it has been written, its duration has not been determined.
A fixed-term contract, which continues to be executed after the expiry of its term, is expected to be, as soon as it concludes, an indefinite contract.
Art. X.3. Each party has the right, notwithstanding any stipulation to the contrary, to obtain from the other party a signed writing stating the contents of the agency contract, including that of subsequent amendments.
Art. X.4. The commercial agent must ensure the interests of the contractor and act loyally and in good faith.
In particular, the commercial agent must:
1° to make proper use of negotiation and, where appropriate, of the cases to which it is charged;
2° communicate to the clerk any necessary information available to him;
3° comply with the reasonable instructions given by the appellant.
Art. X.5. Unless otherwise stipulated, the commercial agent may, for the performance of his or her mission, resort to sub-agents paid by him and acting under his or her responsibility, and of which he becomes the principal.
Art. X.6. In his relationship with the commercial agent, the contractor must act loyally and in good faith.
In particular, the principal must:
1° make available to the commercial agent the necessary documentation relating to the cases concerned;
2° provide the commercial agent with the information necessary for the performance of the agency contract, in particular to notify the commercial agent within a reasonable period of time as it provides that the volume of business will be substantially lower than that to which the commercial agent could normally have expected.
The Contractor must also inform the commercial agent, within a reasonable period of time, of its acceptance, refusal or failure to execute a case that it has negotiated.
Art. X.7. The remuneration of the commercial agent consists of either a fixed sum or a board, or in part a fixed sum and in part a board.
Any element of remuneration that varies with the number or value of cases will be considered to constitute a commission for the purposes of this section.
If the remuneration of the commercial agent is not in whole or in part in commissions, sections X.8 and X.14 are not applicable.
Art. X.8. For a case concluded during the commercial agency contract, the commercial agent is entitled to a commission:
1° when the case was concluded through his intervention;
2° or, where the case was concluded with a third party whose clientele previously obtained for similar cases;
3° or, where it has been agreed that the commercial agent would act as the sole agent in a particular sector or with a group of specified persons and that the case was concluded with a client established in that sector or belonging to that group.
Art. X.9. For a case concluded after the termination of the commercial agency contract, the commercial agent is entitled to the commission:
1° if the case is mainly due to the activity it has deployed during the commercial agency contract and if the case is concluded within six months of the termination of the contract;
2° or, if pursuant to the conditions referred to in Article X.8, the order of the third party was received by the contracting party or by the agent before the termination of the commercial agency contract.
Art. X.10. The commercial agent shall not be entitled to the commission referred to in Article X.8 if the commission, pursuant to Article X.9, is due to the previous commercial agent, unless it arises from the circumstances that it is fair to share the commission between commercial agents.
Art. X.11. The commission is due as soon as and to the extent that one of the following cases is found:
1° the committer has executed the operation or should have executed it under the agreement with the third party;
2° the third party carried out its contractual obligations.
The commission shall be due no later than when the third party has executed its share of the agreement or should have executed it if the Contractor had executed its share of the agreement.
The commission is paid no later than the last day of the month following the quarter in which it became due.
It cannot be derogated from the provisions of paragraphs 2 and 3 to the detriment of the commercial agent.
Art. X.12. In the following cases only the parties may provide that the right to the commission under Articles X.8 and X.9 is extinguished:
1° if and to the extent that it is established that the third party does not perform its obligations unless the non-performance results from a circumstance attributable to the Contractor;
2° if the execution became impossible without this impossibility to be attributed to the committer;
3° if the execution of the transaction cannot be reasonably required of the committer, in particular if there is, by the fact of the third party, a serious reason justifying the non-performance by the committer.
In all cases referred to in this section, the commission that the commercial agent has already collected will be refunded.
Art. X.13. The parties freely set, at the conclusion of the commercial agency contract, the rate of the commissions.
They may agree on different rates, depending on the categories of prospective customers, the nature of the products or services provided, and the role played by the commercial agent in carrying out the business.
It is also permissible for them to stop a special rate for certain particularly important or delicate cases.
If the commercial agency contract does not provide any indication of the rate of the commissions and if no element deducted from the relationship between the parties allows to clear their implicit will on this subject, the usual rate in the economic sector of the place where the commercial agent operates, for similar cases, applies. In the absence of such uses, the commercial agent is entitled to a fair percentage, which takes into account all elements related to the transaction.
Unless otherwise agreed, the boards of the commercial agent are calculated on the basis of the price charged to the customer, without deduction of any incidental fees, including packing, freight, insurance, unless they are billed separately, but excluding taxes, customs fees and other taxes.
In no case can the loyalty discounts, discounts and cash discounts unilaterally made by the purchaser to the customer be excluded from the seat of the commissions due to the commercial agent.
Any unilateral change, during the performance of the commercial agency contract, of the initially agreed rate(s), constitutes an act equivalent to rupture. However, the judge may, in the circumstances, interpret the unreserved acceptance, for a relatively long period, of commissions calculated at a reduced rate
like a tacit agreement of the commercial agent to change this effect.
In insurance, credit institutions and regulated securities markets, by derogation from paragraph 1^er at 7, the contractor and its agents may conclude, within the framework of a parity consultation body, a convention to change the amount of the commissions or their method of calculation. The agreement entered into within the parity consultation body engages all agents as well as the agent, but the resulting amendments cannot result in the breach of the commercial agency contract.
After consultation with the representative organizations of the sectors concerned, the King may set out the modalities for the creation, organization and operation of this consultation.
Art. X.14. The Contractor shall give the Commercial Officer a record of the commissions due no later than the last day of the month following the quarter in which they become due.
This statement mentions all the essential elements on which the amount of the commissions was calculated.
The commercial agent may require that all information be provided, in particular an excerpt from the accounting books, which are available to the contractor and are necessary to verify the amount of the commissions that are due to him.
It cannot be derogated from paragraphs 1^er and two at the expense of the commercial agent.
Art. X.15. When the remuneration is in whole or in part in a fixed amount, the fixed amount is paid monthly, unless otherwise agreed.
Art. X.16. § 1^er. When the commercial agency contract is concluded for an indefinite period or for a specified period of time with an early waiver, each of the parties may terminate the contract with notice.
The notice period is one month during the first year of the contract. After the first year, the duration of the notice period will be increased by one month per additional year beginning without the period exceeding six months and without prejudice to the provisions of paragraph 3. Parties may not agree on shorter notice periods.
If the parties agree to a longer period than that provided for in paragraph 2, the notice period to be respected by the Contractor may not be shorter than that imposed on the Commercial Officer.
§ 2. Termination is notified by the handover to the other part of a writing that indicates the beginning and duration of the notice, with acknowledgment of receipt of the party to which it addresses. The notification may also be made either by registered letter, leaving its effects on the third working day following the date of its shipment, or by exploiting judicial officer. Unless otherwise stipulated, the end of the notice period must coincide with the end of a calendar month.
§ 3. The party that terminates the commercial agency contract without complying with the notice period set out in paragraph 1, paragraph 2 or without invoking any of the reasons provided for in article X.17, paragraph 1^er is required to pay the other party an allowance equal to the current remuneration corresponding to the notice period or to the portion of that period remaining to be paid.
Where the remuneration of the commercial agent is in whole or in part in commissions, the current remuneration is calculated on the basis of the monthly average of the commissions deserved during the twelve months preceding the date of termination of the commercial agency contract or, where applicable, the months preceding the date of termination of the commercial agency contract.
§ 4. By derogation from Article X.17, paragraph 1^er, in an institution in the insurance sector, credit institutions or regulated securities markets where a parity consultation body has been established, the commercial agency contract with a commercial agent elected to that body cannot, during the course of its term, be unilaterally terminated by the contracting party. The same is true of the commercial agency contract concluded with the legal entity whose manager or managing director was elected representing commercial agents.
Derogation from paragraph 1^er, the commercial agency contract may be terminated by the contracting party if it demonstrates that termination is based on objective economic criteria that are applied in the same way to all its commercial agents, especially if the agreed business plan of a common agreement is not achieved to a substantial extent and that the commercial agent cannot justify this lack of achievement by objective facts.
If the contract is terminated by the Contractor in the absence of a serious breach of the Commercial Officer within the meaning of Article X.17, paragraph 1^er, or without evidence that the achievement is based on the objective economic criteria referred to in paragraph 2, the Contractor shall pay the Commercial Officer a special allowance equal to eighteen months' pay and that is calculated in accordance with paragraph 3, without prejudice to any other rights conferred on the Commercial Officer by the termination of the commercial agency contract.
These provisions remain applicable for a period of six months from the end of the terms of reference in the joint consultation body. The term ends on the date of the first meeting of the newly elected co-ordination body.
§ 5. In addition, the contract of a commercial agency concluded with a commercial agent candidate to the parity consultation body cannot be unilaterally terminated by the contracting party from the filing of the application and until the first meeting of the newly elected parity consultation body. The same applies to the commercial agency contract concluded with the legal entity whose manager or managing director applied as a sales representative.
By derogation from the preceding paragraph, the contract of a commercial agency may be terminated without notice by the contracting party due to exceptional circumstances or serious breach of the commercial agent within the meaning of Article X.17, paragraph 1^er.
If, pursuant to the preceding paragraph, the Contractor terminated the Contract without notice without exceptional circumstances or serious breach of the Commercial Officer within the meaning of Article X.17, paragraph 1^er, the Contractor is required to pay to the Commercial Officer a special allowance equal to a year of pay calculated in accordance with subsection 3, without prejudice to any other rights that the Act recognizes to the Commercial Officer in the event of termination of the commercial agency contract.
Art. X.17. Each of the parties may, subject to any damages, terminate the contract without notice or prior to the expiry of the term, where exceptional circumstances make it impossible to cooperate professionally between the Contractor and the Agent or because of a serious breach of the other party's obligations. The contract may no longer be terminated without notice or before the expiry of the term, when the fact that justified it is known to the party that has invoked it for at least seven working days.
Can only be invoked to justify termination without notice or prior to the expiry of the term, exceptional circumstances or serious breaches notified by exploit of judicial officer or by registered letter to the position, sent within seven working days after termination.
Notwithstanding any stipulation to the contrary, it cannot be derogated before the end of the contract, to the detriment of the commercial agent, to this article.
Art. X.18. After the termination of the commercial agency contract, the commercial agent is entitled to an eviction allowance when he has brought new customers to the contracting party or has significantly expanded business with the existing clientele, provided that this activity can still provide substantial benefits to the contracting party.
If the commercial agency contract provides a non-concurrence clause, the principal shall be deemed, unless otherwise proven, to receive substantial benefits.
The amount of the Eviction Allowance is determined taking into account both the importance of business development and customer input.
Eviction allowance may not exceed the amount of one year's pay, calculated on the average of the last five years, or if the length of the commercial agency contract is less than five years, based on the average of the previous years.
Eviction allowance is not payable:
1° if the Contractor terminated the Commercial Agency Contract because of a serious breach under Article X.17, paragraph 1^er, attributable to the agent;
2° if the agent terminated the commercial agency contract, unless the termination is due to a reason provided for in Article X.17, paragraph 1^er, attributable to the principal or to the consequence of the age, infirmity or illness of the commercial agent because of which the continuation of his activities cannot reasonably be required of him;
3° where, according to an agreement with the Contractor, a commercial agent or his heirs assign to a third party the rights and obligations they hold under the Commercial Agency Contract.
The officer shall lose the right to the eviction allowance if he has not notified the claimant, within one year of the termination of the commercial agency contract, that he wishes to assert his rights.
Art. X.19. As long as the commercial agent is entitled to the eviction allowance referred to in Article X.18 and the amount of that allowance does not cover the totality of the actual injury suffered, the commercial agent may, but is responsible for proving the extent of the alleged injury, obtain in addition to that compensation, damages in addition to the difference between the amount of the actual injury suffered and that of that compensation.
Art. X.20. The right to compensation under sections X.18 and X.19 is also born when the termination of the contract occurs as a result of the death of the commercial agent.
Art. X.21. The parties may not, prior to the expiration of the commercial agency contract, waive the provisions of the articles, X.18, X.19 and X.20 to the detriment of the commercial agent.
Art. X.22. § 1^er. The commercial agency contract may contain a non-concurrence clause.
A non-concurrence clause is only valid if:
1° it was stipulated in writing;
2° it concerns the type of business the agent was charged;
3° it applies only to the geographic area or group of persons and the geographic area entrusted to the agent;
4° it does not exceed six months after the termination of the contract.
§ 2. The non-concurrence clause does not produce its effects when it is terminated by the contract of a commercial agency, without invoking a reason provided for in Article X.17, paragraph 1^er, or by the commercial agent, using a reason provided for in Article X.17, paragraph 1^er.
§ 3. The non-concurrence clause creates a presumption for the commercial agent to have brought a clientele; the appellant can prove otherwise.
§ 4. The lump-sum compensation provided for in the commercial agency contract in the event of a breach of the non-concurrence clause shall not exceed an amount equal to a year of remuneration calculated in accordance with Article X.18, paragraph 4.
However, the appellant may claim a higher compensation, to justify the existence of the extent of his injury.
Art. X. 23. The contract by which the commercial agent guarantees third-party obligations in a matter negotiated or concluded must be written.
Unless otherwise stated in writing, the commercial agent who is wearing a dumblance only guarantees the solvency of the third party, excluding any other breach of the latter's contractual obligations. The Ducroire clause cannot relate to a case in which the commercial agent did not intervene personally. It ceases to be applicable when the Contractor amends, without the agreement of the commercial agent, the terms of delivery or payment.
The commercial agent may not engage for an amount that exceeds the agreed commission, unless the commercial agent's commitment relates to either a specified business or to matters that he or she concludes on behalf of the principal.
In the area of credit institutions, by derogation from paragraph 3, the amount of the commercial agent's commitment, whose main activity consists of matters for which the commercial agent is self-serving, may exceed the commission, but not exceed the amount actually due by the third party to the principal.
If there is a clear disproportion between the risk that the commercial agent has assumed and the agreed commission, the judge may reduce the amount the agent is required to the extent that the amount exceeds the commission. The judge shall take into account all the circumstances, including the manner in which the commercial agent has ensured the interests of the principal.
Art. X.24. The actions arising out of the contract, referred to in Article I.11, 1°, are prescribed one year after the termination of the contract or five years after the fact that gave birth to the action, without the latter period exceeding one year after the termination of the contract.
Art. X. 25. Subject to the application of the international conventions to which Belgium is a party and notwithstanding provisions contrary to the contract of a commercial agency, any activity of a commercial agent having its principal place of business in Belgium falls under Belgian law and the jurisdiction of the Belgian courts.
PART 2. - Pre-contractual information as part of trade partnership agreements
Art. X.26. The provisions of this title shall apply to the trade partnership agreements as defined in Article I.11, 2°, notwithstanding any contractual provision to the contrary.
This title is not applicable:
- to insurance agency contracts subject to the Act of 27 March 1995 on the intermediation of insurance and reinsurance and the distribution of insurance;
- to bank agency contracts subject to the Act of 22 March 2006 on the intermediation of banking and investment services and the distribution of financial instruments.
Art. X.27. Subject to the application of Article X.29, the person granting the right shall provide the other person, at least one month before the conclusion of the trade partnership agreement referred to in Article I.11, 2°, the draft agreement and a particular document incorporating the data referred to in Article X.28. The draft agreement and the particular document are made available in writing or on a sustainable and accessible format to the person who receives the right.
If, after the communication of the draft agreement and of the particular document, a data resumed in Article X.28 § 1^er, 1°, is amended in these, unless this amendment is requested in writing by the person who receives the right, the person who grants the right shall provide the other person, at least one month before the conclusion of the trade partnership agreement referred to in I.11.2°, the amended draft agreement and a simplified particular document. This particular document takes at least the important contractual provisions, as provided for in Article X.28, § 1^er, 1°, which were amended from the original document.
Subject to the application of Article X.29, and with the exception of obligations under a confidentiality agreement, no other obligation may be taken, no other remuneration, sum or deposit may be requested or paid before the expiry of the period of one month referred to in this Article.
Art. X.28. § 1^er. The particular document referred to in Article X.27 includes two parts that collect the following data:
1° Important contractual arrangements, provided that they are provided for in the Trade Partnership Agreement:
a) the mention that the trade partnership agreement is concluded or not considered by the person;
(b) obligations;
(c) the consequences of non-realization of obligations;
(d) the direct remuneration to be paid by the person who receives the right to the person who gives the right and the method of calculating the indirect remuneration that the person who gives the right and, where applicable, the person who gives the right to review in the course of a contract and upon renewal;
(e) non-concurrence clauses, duration and conditions;
(f) the duration of the trade partnership agreement and the conditions of its renewal;
(g) the conditions of notice and termination of the agreement in particular with respect to expenses and investments;
(h) the right of preemption or the option of purchase in favour of the person who grants the right and the rules of determination of the value of trade in the exercise of that right or option;
(i) exclusive rights reserved to the person granting the right.
2° Data for the correct appreciation of the trade partnership agreement:
(a) the name or name of the person granting the right and its contact information;
(b) in the event that the right is granted by a legal person, the identity and quality of the natural person acting in his or her name;
(c) the nature of the activities of the person granting the right;
(d) intellectual property rights whose use is granted;
(e) where applicable, the annual accounts of the last three years of the person granting the right;
(f) experience of commercial partnership and experience in the operation of the commercial formula outside a trade partnership agreement;
(g) the history, state and outlook of the market where the activities take place from a general and local perspective;
(h) the history, state and outlook of the network's market share from a general and local perspective;
(i) where applicable for each of the last three years, the number of operators that are part of the Belgian and international network and the prospects for the expansion of the network;
(j) where applicable for each of the last three years, the number of trade partnership agreements concluded, the number of trade partnership agreements to which the initiative of the person who grants the right and initiative of the person who receives the law and the number of trade partnership agreements not renewed at the end of their term;
(k) the expenses and investments to which the person who receives the right at the beginning and during the performance of the commercial partnership agreement shall be determined by indicating their amount and destination as well as their depreciation, the time when they are engaged and their fate at the end of the contract.
§ 2. The King may determine the form of the particular document referred to in § 1^er. It may also complete or specify the list of data listed in paragraph 1^er1° and 2°.
Art. X.29. In the event of a renewal of a trade partnership agreement concluded for a fixed-term period, in the event of a new trade partnership agreement between the same parties or in the event of a change of a commercial partnership agreement that has been being implemented for at least two years, the person who grants the right shall provide the other person, at least one month before the renewal or conclusion of a new agreement or the amendment of the current trade partnership agreement.11
This simplified document contains at least the following data:
1° Important contractual provisions, as provided for in Article X.28, § 1^er, 1°, which have been modified in relation to the original document, or, if not a document, in relation to the date of conclusion of the initial agreement;
2° Data for the correct appreciation of the trade partnership agreement, as provided for in Article X.28, § 1^er, 2°, which were amended in relation to the original document or, in the absence of a document, in relation to the date of conclusion of the original agreement.
Derogation from paragraph 1^er, in the event of an amendment to a commercial partnership agreement entered into for at least two years in the course of execution, at the written request of the party receiving the right, no draft agreement or simplified document shall be provided by the party granting the right.
Section X.27, paragraph 3, does not apply to obligations relating to agreements that are being implemented at the time the renewal, new agreement or amendment of the agreement is negotiated.
Art. X.30. In case of non-compliance with one of the provisions of Article X.27 and Article X.29, paragraph 1^er, the person who obtains the right may invoke the invalidity of the trade partnership agreement within two years of the conclusion of the agreement.
Where the particular document does not include the data referred to in Article X.28, § 1^er, 1°, and in Article X.29, 2nd paragraph, the person who obtains the right may invoke the invalidity of the provisions in question of the commercial partnership agreement.
If any of the particular document referred to in Article X.28, § 1^er, 2°, and X.29 2nd paragraph, 2°, is missing, incomplete or inaccurate, or if one of the data of the particular document referred to in Article X.28, § 1^er, 1°, and X.29, 2nd paragraph, 1°, is incomplete or inaccurate, the person who obtains the right may invoke the common law in respect of non-consensual consent or fault, without prejudice to the application of the provisions of the previous paragraph.
The person who receives the right may not validly waive the right to request the invalidity of the agreement, or any of the provisions of the agreement, only after the period of one month following its conclusion. This waiver must expressly mention the causes of the invalidity to which it is waived.
Art. X. 31. Individuals are held to the confidentiality of the information they obtain for the conclusion of a trade partnership agreement and cannot use it, directly or indirectly, outside the trade partnership agreement to be concluded.
Art. X.32. The terms of the trade partnership agreement and the particular document referred to in Article X.28 are clearly and understandably drafted. In case of doubt about the meaning of a clause or data, the most favorable interpretation for the person who obtains the right prevails.
Art. X.33. The pre-contractual phase of the trade partnership agreement falls under Belgian law and the jurisdiction of Belgian courts, when the person who receives the law exercises the activity to which the agreement relates mainly in Belgium.
Art. X.34. The King constitutes an Arbitration Board composed of an equal representation of organizations defending the interests of each of the two parties.
PART 3. - Unilateral termination of exclusive indefinite sale concessions
Art. X.35. Subject to the provisions of this title, notwithstanding any provision to the contrary:
1° exclusive sale concessions;
2° the concessions of sale under which the concessionaire sells, in the territory granted, almost all the products subject to the agreement;
3° the concessions of sale in which the grantor imposes on the concessionaire important obligations that are related to the concession of sale in a strict and special manner and whose charge is such that the concessionaire would suffer serious damage in the event of termination of the concession.
Art. X.36. Where a concession of sale under this heading is granted for an indefinite period, it may not, without the serious breach of any of the parties to its obligations, be terminated on reasonable notice or compensation to be determined by the parties at the time of the termination of the contract.
If the parties fail to agree, the judge shall rule in fairness and, where appropriate, taking into account the uses.
Art. X.37. If the concession of sale referred to in Article X.35 is terminated by the grantor for other reasons other than the serious fault of the concessionaire, or if the concessionaire terminates the contract because of a serious fault of the grantor, the concessionaire may claim a fair supplementary allowance.
This allowance is assessed on the basis of the following:
1° The noticeable surplus-value of customers provided by the concessionaire and which remains acquired to the grantor after the termination of the contract;
2° The fees that the concessionaire has exposed for the operation of the sale concession and that would benefit the grantor after the expiration of the contract;
3° The deeds that the concessionaire owes to the staff that it is obligated to terminate the sale concession. If the parties fail to agree, the judge shall rule in fairness and, where appropriate, taking into account the uses.
Art. X.38. Where a sale concession referred to in this chapter is granted for a specified period of time, the parties are expected to have consented to a renewal of the contract, either for an indefinite period or for the duration provided for in a possible tacit renewal clause, if they have not notified a notice by registered letter at least three months and not more than six months before the agreed deadline.
Where a fixed-term sale concession has been renewed on two occasions, whether or not the clauses of the original contract have been amended between the same parties, or where it has been tacitly renewed on two occasions by the effect of a contract clause, any subsequent extension is expected to be granted for an indefinite period.
Art. X.39. The aggrieved concessionaire, in the event of a termination of a sale concession producing its effects in all or part of Belgian territory, may in any case assign the grantor, in Belgium, either to the judge of his own domicile or to the judge of the domicile or seat of the grantor. In case the dispute is brought before a Belgian court, the court will apply exclusively the Belgian law.
Art. X.40. The rules set out in the above articles are applicable to sales concessions made by a concessionaire to one or more sub-concessionaries.
Where the contract of a sub-concessionary is indefinite and is terminated as a result of a termination of the concessionaire's contract, intervened independently of the will or fault of the concessionaire, the sub-concessionary may not, however, assert the rights set out in Articles X.36 in X.37 to the author of the original termination.
Where the contract of a sub-concessionary is fixed-term and normally terminates on the same date as the principal contract, the concessionaire that receives a notice from the grantor, shall, at any time, have a period of fourteen frank days from the date of receipt of that notice to notify the sub-concessionary of notice.
CHAPTER III. - Abrogatory and amendments
Art. 4. Are repealed:
1° The Act of 13 April 1995 on the contract of a commercial agency, as last amended by the Act of 21 February 2005;
2° The Act of 19 December 2005 on pre-contractual information in the context of trade partnership agreements, as amended by the Act of 27 December 2005;
3° The Act of 27 July 1961 on the unilateral termination of exclusive indefinite sale concessions, as amended by the Act of 13 April 1971.
Art. 5. In article III.84 of the Economic Law Code, inserted by the Act of 17 July 2013 on the insertion of Book III "Freedom of establishment, service provision and general obligations of enterprises" in the Economic Law Code and incorporating the definitions specific to Book III and the provisions of the law specific to Book III, in Books I and XV of the Economic Law Code, a paragraph written as follows is inserted between paragraphs 2 and 3
"For companies that, in accordance with Article 21bis, paragraph 1^er, of Royal Decree No. 1 of 29 December 1992 on measures to ensure payment of the value added tax, have a cash register system, the auxiliary sales log as referred to in the second paragraph, and the third newspaper referred to in Article III.85, first paragraph, 3°, shall be replaced by the cash register system referred to in Article 1^er of the Royal Decree of 30 December 2009 establishing the definition and conditions to be met by a cash register system in the horeca sector.".
Art. 6. In article VI. 53, 12°, of the same Code, inserted by the Act of 21 December 2013 concerning the insertion of the book VI "Pratics of the market and consumer protection" in the Code of Economic Law and incorporating the definitions specific to Book VI, and the provisions of application to Book VI, in books I and XV of the Code of Economic Law, the words "transport of goods" are replaced by the word "transport".
Art. 7. In article VI. 73, 12°, of the same Code, inserted by the law of 21 December 2013, the words "transport of goods" are replaced by the word "transport".
Art. 8. The Royal Decree of 18 November 2002 excluding certain remote contracts for the provision of accommodation, transportation, restoration and leisure services, the scope of sections 79 and 80 of the Act of 14 July 1991 on trade practices and information and consumer protection, is repealed.
Art. 9. In article IV.80 of the Economic Law Code, inserted by the Act of 3 April 2013 on the insertion of Book IV "Protection of competition" and Book V "Competition and price changes" in the Economic Law Code and inserting the definitions specific to Book IV and Book V and the provisions of the law specific to Book IV and Book V, in Book I of the Economic Law Code, the following amendments are made:
1° § 2 is supplemented by a paragraph written as follows:
"The limitation period with respect to the procedure of instruction and decision shall be suspended as long as a decision of the auditor or auditory is pending before the Court of Appeal in Brussels. "
2° in § 3, last paragraph, the words "of the auditor or auditor" are inserted between the words "the decision" and the words "of the College of Competition".
CHAPTER IV. - Transitional provisions
Art. 10. § 1^er. Without prejudice to specific legal provisions, the provisions of Book X shall apply immediately to new contracts that are entered into after the date of entry into force of these provisions.
§ 2. Title 2 does not apply to existing commercial partnership agreements on the date of its entry into force, with the exception of section X.29 that applies as soon as it comes into force.
§ 3. The provisions of the Act of 27 July 1961 relating to the unilateral termination of exclusive indefinite sale concessions, as amended by the Act of 13 April 1971, are applicable, despite all contrary conventions, to the concessions of sale entered into before the date of the repeal of the aforementioned law.
CHAPTER V. - Jurisdiction
Art. 11. Existing laws or enforcement orders referring to the repealed provisions referred to in section 4 are presumed to refer to the equivalent provisions of the Economic Law Code, as set out in this Act.
Art. 12. The King may replace references in existing laws or decrees to the repealed provisions referred to in section 4 with references to the equivalent provisions of the Economic Law Code, as set out in this Act.
Art. 13. The King may coordinate the provisions of the Economic Law Code, as set out in this Act, with the provisions that would have expressly or implicitly amended them at the time the coordination is established.
To this end, He may:
1° amend the order, numbering and, in general, the presentation of the provisions to be coordinated;
2° amend the references contained in the provisions to be coordinated with a view to aligning them with the new numbering;
3° amend the drafting of the provisions to be coordinated in order to ensure their consistency and to unify the terminology without prejudice to the principles set out in these provisions.
CHAPTER VI. - Entry into force
Art. 14. The King shall determine the date of entry into force of each of the provisions of this Act and of each of the provisions set out in this Act in the Economic Law Code.
Sections 6 to 8 come into force on the date of entry into force of the Act of 21 December 2013 incorporating Book VI "market policies and consumer protection" into the Economic Law Code and incorporating the definitions specific to Book VI, and the provisions of the law specific to Book VI, in Book I^er and XV of the Economic Law Code.
Section 9 also applies to ongoing procedures.
Promulgate this law, order that it be clothed with the seal of the State and published by the Belgian Monitor.
Given in Brussels on 2 April 2014.
PHILIPPE
By the King:
Minister of Economy and Consumers,
J. VANDE LANOTTE
The Minister of Justice,
Ms. A. TURTELBOOM
Minister of Average Class,
Mrs. S. LARUELLE
Seal of the state seal:
The Minister of Justice,
Ms. A. TURTELBOOM
____
Note
(1) House of Representatives (www.lachambre.be):
Documents: 53-3280 - 2013/2014
Full report: 20 February 2014.
Senate (www.senate.be):
Documents: 5-2503 - 2013/2014.