Reseller Agreement in Belgium: Template, Key Clauses and Local Law (2026)

A reseller buys products or services and resells them on its own account, which is different from an agent who sells in the principal's name. In Belgium that difference matters, because exclusive or near-exclusive distribution agreements of indefinite duration carry mandatory protections for the distributor on termination. Get the classification or the notice wrong and you can owe substantial compensation. This guide covers the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Belgian lawyer. ## What law governs reseller agreements in Belgium? There is no single statute for ordinary non-exclusive resale; it rests on general contract law in Book 5 of the Belgian Civil Code (in force since 1 January 2023) and the B2B unfair terms rules in Book VI of the Code of Economic Law. The special regime applies to exclusive distribution. The former Law of 27 July 1961 on the unilateral termination of exclusive distribution agreements of indefinite duration is now in Articles X.35 to X.40 of the Code of Economic Law. It protects distributors that hold an exclusive or quasi-exclusive right to resell in a territory, or that carry heavy obligations typical of such arrangements. Courts look at the substance of the arrangement, not whether the word exclusive appears, and service-only or clearly non-exclusive resale generally falls outside it. The key points of the exclusive distribution regime: - Reasonable notice or compensation in lieu. Ending an indefinite-term exclusive distribution requires reasonable notice. Case law has allowed long periods, sometimes well beyond a year. If notice is too short, the principal owes compensation in lieu.

• Additional goodwill indemnity. On top of notice, the distributor may claim a complementary indemnity for the goodwill (clientele) it built up, and for costs and staff left stranded.
• Mandatory and Belgium-facing. The regime is mandatory and cannot be contracted away for a distribution affecting Belgian territory, and Article X.39 lets the Belgian distributor sue in Belgium. Note that for contracts within the Rome I Regulation, recent Supreme Court case law has qualified when a chosen foreign law can be set aside, so check current case law. ## Agent or reseller: get the label right If the arrangement is really commercial agency (selling in the principal's name for a commission), the agency regime in Book X applies instead, with its own goodwill indemnity and a six-month post-termination non-compete cap. A reseller takes title and resells on its own account. Classify honestly, because courts look past the label. ## Key clauses in a Belgian reseller agreement - Appointment and territory: products, territory, and whether exclusive, sole or non-exclusive. Exclusivity triggers the special regime.
• Resale terms: pricing freedom (do not fix resale prices, which breaches competition law), minimum purchase targets, and stock.
• Trademark and IP licence: limited licence to use brands for resale, with quality control.
• Term and termination: fixed or indefinite; for indefinite exclusive deals, set a notice period mindful of the case law.
• Compensation on termination: acknowledge the statutory notice and goodwill indemnity for exclusive distribution; you cannot waive them in advance.
• Competition compliance: respect the EU Vertical Block Exemption Regulation on resale price maintenance and territorial restrictions.
• Confidentiality and data protection: GDPR and the Data Protection Act of 30 July 2018 where personal data is handled.
• Governing law and forum: Belgian law and a Belgian court or arbitration, aware of Article X.39. ## A simple drafting skeleton 1. Parties and date

2. Definitions (products, territory, customers)
3. Appointment and exclusivity
4. Purchase and resale terms
5. Minimum targets (if any)
6. Trademark and IP licence
7. Marketing and quality standards
8. Pricing and competition compliance
9. Confidentiality and data protection
10. Term and renewal
11. Termination and notice
12. Compensation and goodwill indemnity on termination
13. Liability
14. Governing law (Belgian) and dispute resolution
15. Signatures ## Common mistakes - Treating an exclusive distribution as freely terminable, then owing long notice and a goodwill indemnity.

• Labelling a reseller an agent or vice versa, which changes the entire termination regime.
• Fixing the distributor's resale prices, which breaches EU and Belgian competition law.
• Assuming a foreign governing law removes the mandatory Belgian protections for a Belgian distribution.
• Ignoring the B2B unfair terms rules on one-sided liability and penalty clauses. ## Keeping a distribution network under control If you run resellers across several countries, the hard part is tracking which agreements are exclusive, what notice each requires, and whether a termination triggers a goodwill indemnity. That work (drafting from a tuned template, flagging risky clauses, tracking renewals and notice windows, keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review and plain-English clause editing; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Belgian law. More at Adira. The law above stands on its own. ## Bottom line An ordinary Belgian reseller agreement is freely negotiated, but an exclusive or quasi-exclusive distribution of indefinite duration falls under Articles X.35 to X.40 of the Code of Economic Law, with mandatory reasonable notice and a goodwill indemnity on termination. Classify the relationship honestly, respect competition law on pricing, and get Belgian advice before signing a real deal.