General conditions online aren´t enough

General conditions online aren´t enough

According to a judgement of 14 October 2015 of the Commercial Court Antwerp, Section for Turnhout[1], a mere reference to general conditions that can be consulted online does not suffice to contractually bind another party.

The court had to rule on the collection of an invoice, where the plaintiff had based the court´s territorial jurisdiction on its own general conditions. Evidently, these conditions were not reproduced on any document whatsoever, nor included on the invoice - but all documents did refer to the possibility of consulting these general conditions on the plaintiff´s website.

The court deemed this method to be inadequate for opposing the general conditions to the contracting party, since in this way the plaintiff failed to demonstrate that the general conditions had actually been accepted by the other party. In addition, a website can be modified from one day to the next, so that the court cannot verify what conditions applied at the time of the signing of the contract and the invoices deriving therefrom.

This judgement shows once again the reservations of the prevailing Belgian case-law with regard to general conditions that can only be consulted online. For general conditions to be accepted as opposable, it must be demonstrated that these general conditions are accepted by the other party (and thus at the very least known by this other party as well). At present, the simplest way to do this is to communicate these general conditions before (or at the latest at the moment of) concluding the contract.

[1]Commercial Court of Antwerp, Department of Turnhout 14 October 2015, RW 2016-17, 233 and P&B 2016, 94.

For more information on this topic, you can consult Pim van den Bos and Siegfried Busscher.