ABSTRACT
Under Belgian law, the sale of goods contract is considered to be perfected as soon as the parties have reached an agreement as to price and the subject-matter of the contract. l It follows from this that title of the asset sold passes with immediate effect at the conclusion of the contract without delivery having taken place. Even so, the unpaid seller is offered a number of remedies under Belgian law: first, the seller can refuse to deliver the goods (excepito non adimpleti contractus);2 second, the seller can rescind the contract in the absence of a judicial settlement;3 third, where delivery has taken place pursuant to a non-credit sale and payment is not forthcoming, the seller is entitled to repossession provided this takes place within eight days following delivery and the item is still in its original state;4 fourth, notwithstanding the term of the contract in respect of payment the seller will enjoy a lien over the goods so long as they are in their original state and have not become fixtures. 5
Specific rules are provided in favour of the seller of industrial equipment. 7
There are no specific fonnalities required. This is in stark contrast to the creation of a lien in favour of the seller of industrial property which requires the corresponding invoice to be filed with the registrar of the court at the purchaser's domicile no later than 15 days after the delivery. Compliance with this fonnality will authorise the seller to uphold his lien for a period of five years after delivery even if the asset has become a fixture or the buyer has been declared bankrupt so long as the asset has remained in the possession of the buyer. In the context of bankruptcy, however, a retention of title clause must be evidenced in writing at the latest by the time the goods are delivered6 if this is to be enforced against the buyer.
