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What is a Sales Agreement?

A Sales Agreement puts the key terms of a sale in writing, protecting both buyer and seller under Belgian contract law. It spells out what's being sold, the price, delivery details, and payment terms - all the essential parts of the deal that both sides agree to follow.

In Belgium, these contracts become legally binding once both parties sign them, following the Civil Code's requirements. They're especially important for business transactions since they outline warranties, establish when ownership transfers, and help prevent future disputes. Many Belgian companies use them for both domestic sales and international trade within the EU.

When should you use a Sales Agreement?

Use a Sales Agreement any time you're selling goods or services worth more than 鈧3,000 in Belgium. This written contract becomes especially important for business-to-business deals, international trade within the EU, or when selling specialized equipment with specific performance requirements.

The agreement proves invaluable when dealing with complex delivery schedules, multiple payment installments, or custom specifications. Belgian law offers stronger protection for documented sales terms, making these agreements essential for high-value transactions, recurring business relationships, and situations where product warranties or after-sale services matter.

What are the different types of Sales Agreement?

Who should typically use a Sales Agreement?

  • Business Owners: Both buyers and sellers who need to document transactions, typically for goods or services above 鈧3,000
  • Legal Counsel: In-house or external lawyers who draft and review Sales Agreements to ensure Belgian law compliance
  • Commercial Directors: Responsible for negotiating terms and overseeing the execution of major sales contracts
  • Procurement Officers: Handle purchasing documentation and ensure agreements meet company policies
  • Finance Managers: Review payment terms and financial obligations before signing
  • Industry Regulators: Monitor compliance with sector-specific requirements in regulated industries

How do you write a Sales Agreement?

  • Party Details: Gather full legal names, addresses, and VAT numbers of all involved parties
  • Product Specifics: Document exact descriptions, quantities, and specifications of items being sold
  • Financial Terms: Define price, payment schedule, and currency details according to Belgian banking requirements
  • Delivery Details: Specify timing, location, and responsibility for transport costs and risks
  • Warranty Terms: Outline product guarantees and after-sale service commitments
  • Legal Compliance: Our platform ensures your agreement includes all mandatory Belgian contract elements
  • Review Process: Double-check all terms match verbal agreements before finalizing

What should be included in a Sales Agreement?

  • Party Identification: Full legal names, addresses, and registration numbers of seller and buyer
  • Subject Matter: Clear description of goods or services, including specifications and quantity
  • Price Structure: Total amount, currency, payment terms, and VAT implications
  • Delivery Terms: Timing, location, and Incoterms for international sales
  • Transfer of Risk: When ownership and liability pass from seller to buyer
  • Warranty Provisions: Duration and scope of guarantees under Belgian consumer law
  • Dispute Resolution: Choice of Belgian court jurisdiction and applicable law
  • Termination Clauses: Conditions for ending the agreement and consequences

What's the difference between a Sales Agreement and an Asset Purchase Agreement?

A Sales Agreement differs significantly from an Asset Purchase Agreement in several key ways under Belgian law. While both involve transferring ownership, they serve distinct purposes and carry different legal implications.

  • Scope of Transfer: Sales Agreements typically cover specific goods or services, while Asset Purchase Agreements handle entire business assets, including intangible items like intellectual property and goodwill
  • Due Diligence Requirements: Asset Purchase Agreements demand extensive business verification and complex warranties, whereas Sales Agreements focus on simpler product specifications
  • Regulatory Oversight: Asset transfers often require additional regulatory approvals and corporate governance procedures, unlike standard sales transactions
  • Liability Structure: Asset Purchase Agreements include detailed representations about business operations and historic liabilities, while Sales Agreements primarily address product quality and delivery terms

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