Distribution agreements in Belgium: exclusivity, termination and compensation

Belgium has a statute written for distributors. Book X of the Code of Economic Law says that an exclusive distribution agreement of indefinite duration can only be ended, outside serious breach, with reasonable notice or fair compensation, and that the distributor may claim a further indemnity for the clientele it built.

Putting it simply: if your Belgian distributor is exclusive, sells almost only your products in its territory, or carries heavy obligations you imposed, Book X applies whatever the contract says. Ending an open-ended agreement then costs either a long enough notice period or money in lieu, and often an extra indemnity on top. Once a fixed-term agreement has been renewed twice, any further extension counts as open-ended. The distributor can sue in Belgium in many cases, and the statute tells a Belgian court to apply Belgian law. You still choose the term, territory, targets and forum.

This page is general information as of 8 November 2026, not legal advice. Have the draft reviewed by a lawyer qualified in Belgium.

Which law governs the agreement

The EU frame. No EU act protects distributors as such. The Commercial Agents Directive 86/653/EEC covers a self-employed intermediary with continuing authority to negotiate sales or purchases "on behalf of" the principal (article 1(2)); a distributor buys and resells in its own name, so its protection is national. Competition law applies to every distribution agreement: Regulation (EU) 2022/720, the Vertical Block Exemption Regulation (VBER), exempts vertical agreements where neither supplier nor buyer exceeds 30% of the relevant market (article 3), unless they contain a hardcore restriction listed in article 4.

The Belgian statute. Title 3 of Book X ("Unilateral termination of exclusive distribution agreements of indefinite duration", which took over the Law of 27 July 1961; the 1961 Law still governs agreements concluded before it was repealed on 31 May 2014) applies "notwithstanding any clause to the contrary" to three kinds of concession de vente (article X.35): exclusive distribution; distribution where the distributor sells almost all the contract products in the territory granted; and distribution where the supplier imposes significant obligations so closely tied to the agreement that the distributor would suffer serious harm if it ended. Article I.11, 3° defines the concession de vente as an agreement by which a supplier reserves to one or more distributors the right to sell, in their own name and for their own account, products it makes or distributes.

Choice of law and forum. Under Rome I, the parties may choose the governing law (article 3); without a choice, a distribution contract is governed by the law of the distributor's habitual residence (article 4(1)(f)). Article X.39 adds that a distributor harmed by termination of an agreement producing effects in all or part of Belgium may in any case sue the supplier in Belgium, at its own seat or at the supplier's, and that a Belgian court seised of the dispute "applies exclusively Belgian law". Rome I leaves room for the overriding mandatory provisions of the forum (article 9(2)); how far Belgian courts apply article X.39 that way against a chosen foreign law is a matter of case law.

EU rules limit the reach of article X.39. In Corman-Collins (C-9/12, 19 December 2013), the Court of Justice held that Brussels I precludes applying the Belgian jurisdiction rule against a defendant domiciled in another Member State, and that a claim under an exclusive distribution agreement falls under the rule for contracts for the provision of services where the agreement contains specific terms on the distribution of the supplier's goods, which the national court must ascertain; the court for the place where the services are provided then has jurisdiction. Brussels I bis keeps that structure (articles 4 and 7(1)(b)). A written choice-of-court clause for a court of a Member State generally prevails whatever the parties' domicile, unless it is void as to substance under that State's law (article 25). A manufacturer established outside the EU, by contrast, is sued under national jurisdiction rules (article 6), which brings article X.39 back in, subject to a valid choice-of-court clause for the courts of a Member State (articles 6(1) and 25). Unamar (C-184/12, 17 October 2013), on commercial agents, lets a court set aside the chosen law of another Member State for its own protective rules only after a detailed assessment; how that reasoning carries over to distributors is a question for your lawyer.

Whether a Book X dispute can go to arbitration abroad under a foreign law has long been litigated in Belgium; as of 8 November 2026 we did not verify the Court of Cassation's current position at source, so settle any arbitration clause with Belgian counsel.

Exclusivity and territory

Exclusivity is the main trigger for Book X, so decide whether you need it before you grant it. Under the VBER, a supplier running an exclusive system may restrict the exclusive distributor's active sales into a territory or customer group reserved to the supplier or allocated to up to five other exclusive distributors (article 4(b)(i)). Restricting passive sales, meaning unsolicited orders, is a hardcore restriction, and the regulation counts responding to public procurement or private invitations to tender as passive sales (article 1(1)(m)). So you cannot stop a distributor from answering a tender outside its region.

Online sales follow the same logic. A restriction whose object is to prevent the distributor or its customers from using the internet effectively to sell to particular territories or customers is hardcore (article 4(e)). If you want a selective system instead, with authorised dealers and no sales to unauthorised resellers, the VBER allows a ban on sales to unauthorised distributors within the territory of the system (article 4(c)(i)(2)), but the obligations you impose may themselves bring the agreement within article X.35, 3°.

Write the territory by language region or postcode, say who handles Brussels, and list the customer groups you keep for yourself.

Term, termination and notice

Indefinite term. Article X.36 sets the rule: outside a serious breach by one of the parties, an agreement within Title 3 of indefinite duration may only be ended with reasonable notice or fair compensation, "to be determined by the parties at the time the contract is terminated". Without agreement, the judge decides in equity, taking account of usage where relevant. The statute fixes no number of months. Because the text refers to agreement at the time of termination, a notice period written into the contract in advance is not a safe ceiling; budget for the possibility that a court finds it too short, and ask your lawyer how Belgian courts currently assess reasonableness in your sector.

Fixed term. Article X.38 deems a fixed-term agreement renewed, for an indefinite period or for the period of any tacit renewal clause, unless one party gives notice by registered letter at least three months and at most six months before the agreed expiry. Once a fixed-term agreement has been renewed twice, with or without changed terms, or tacitly renewed twice under its own clause, any further extension is deemed to be for an indefinite period. A fixed term therefore gives you a clean exit only if you diarise the window and send the registered letter on time.

Serious breach. Both articles X.36 and X.37 carve out serious breach (manquement grave, faute grave). Give examples in the contract, such as missed payment or loss of required authorisations; the court still has the last word.

General B2B rules. Since 1 December 2020, articles VI.91/3 to VI.91/6 treat a clause in a contract between businesses as unfair, and void, when it creates a manifest imbalance; clauses that renew a fixed-term contract tacitly, or bind the parties, without a reasonable termination period are presumed unfair (article VI.91/5, 2° and 5°).

Compensation at the end

On top of notice or compensation in lieu, article X.37 gives the distributor a right to an additional equitable indemnity when the supplier terminates for a reason other than the distributor's serious fault, or when the distributor ends the agreement because of the supplier's serious fault. The indemnity is assessed, case by case, on three elements:

1. a significant increase in clientele brought by the distributor that stays with the supplier after termination;
2. costs the distributor incurred to run the distribution that would benefit the supplier after expiry;
3. severance the distributor owes to staff it must dismiss because the agreement ended.

Without agreement, the judge again decides in equity. The statute sets no formula and no cap. Since Title 3 applies notwithstanding any contrary clause, a waiver signed at the start of the relationship should not be relied on; a settlement negotiated when the agreement ends is a different matter to discuss with counsel. Keep records from year one (customers at appointment, customers the distributor brought, investments made at your request): they are the evidence on both sides of an X.37 claim.

Other clauses the local lawyer will look at

• Pre-contractual information. Title 2 of Book X applies to a "commercial partnership agreement" (article I.11, 2°): one where you grant the right to use a common sign, a common trade name, a transfer of know-how or commercial or technical assistance. If your distribution model includes any of these, article X.27 requires you to hand over the draft agreement and a specific disclosure document at least one month before signing, and article X.30 lets the distributor seek nullity within two years if you did not. A plain resale agreement without those elements is outside Title 2; check where your model sits.
• Non-compete. The VBER exempts a non-compete of up to five years during the agreement (article 5(1)(a)); a post-term non-compete is exempt only within narrow conditions, including a maximum of one year and limitation to the distributor's premises and to protecting your know-how (article 5(3)). We found no rule in Book X fixing a different duration for distributors.
• Prices. You may recommend a resale price or set a maximum; fixing a minimum or fixed resale price is hardcore (VBER article 4(a)).
• Minimum purchases and targets. Targets give you a measurable ground for change, but a heavy target regime can itself be a "significant obligation" under article X.35, 3°. Loss of exclusivity is a softer remedy for missed targets than termination.
• Stock and trade marks. Settle stock buy-back and the transfer of local domain names and accounts in your brand.
• Language. We found no general statute imposing a language for a contract between two businesses; written clauses in any contract between businesses must be clear and comprehensible (article VI.91/2), and Book X Title 2 says the same for commercial partnership agreements (article X.32). Product information for consumers follows article VI.8, covered in our Belgium playbook, which also explains Peppol e-invoicing.

A first-draft checklist

• Decide first whether the distributor will be exclusive; if not, say so expressly and avoid a de facto quasi-exclusivity.
• Define the territory by language region or postcode, settle Brussels, and list the customer groups you reserve.
• Allow passive sales and responses to public tenders everywhere, as the VBER requires.
• Choose a fixed initial term and put the X.38 window (three to six months before expiry, registered letter) in your calendar.
• Count renewals: after the second, plan for an open-ended agreement and its notice regime.
• Define serious breach with concrete examples and a cure period.
• Budget for reasonable notice or compensation in lieu, plus a possible X.37 indemnity, before you sign.
• Check whether you grant a sign, trade name, know-how or assistance; if so, deliver the Title 2 disclosure one month before signing.
• Keep any non-compete within five years during the agreement and within VBER article 5(3) after it.
• Recommend or cap resale prices; never set a minimum.
• Write the governing law and forum clauses with Belgian counsel, and settle stock buy-back and brand assets at exit.

What this means for a manufacturer

Belgium rewards a deliberate structure. Exclusivity, a long relationship and heavy obligations all increase what an exit costs, so grant exclusivity only where it buys you real commitment, and use targets and fixed terms you actually manage. This is general information, not legal advice: have the draft reviewed by a lawyer qualified in Belgium.

Where Cresques fits

Cresques shows the companies that already win public contracts for your category in Belgium, with the award notices as evidence, and their profiles, so you know who you are negotiating with before the contract stage. It also drafts a first message in the company's language for the lawful channel. Start from the Belgium market page and the Belgium playbook.