Invoice

Within a commercial transaction, the invoice is by far one of the most important documents. The invoice is the confirmation of the goods delivered or services provided, for which there is a fee.

It is therefore very important for you and your company that the necessary elements are included in the invoice.

Not meeting the requirements for an invoice can have farreaching consequences.

A distinction must be made between general statements that must be included on an invoice and specific statements that must only be included in certain cases.

The following information must be included on any invoice to a Belgian customer:

1. the word ‘invoice’;

2. date of invoice but also delivery date or date when the services will be provided;

3. invoice number;

4. the details of your company: name, registered office, VAT number and bank account number;

5. description of the goods delivered or services provided;

6. (unit) price and any discounts granted;

7. amounts: the amount without VAT, VAT percentage, VAT amount per rate and the total amount to be paid;

8. place where the invoice was drawn up;

9. payment conditions: it is not obligatory to mention the general conditions on the invoice, but it strongly recommended to include them on your invoice.

In certain cases additional specific mentions will have to be included in the invoice such as:

•  ‘reverse charge’’;
  In case of an intra-Community supply to a customer with his own VAT number, the VAT will be payableby the customer who will have to paythis VAT in his own country.
  
• ‘invoice issued by customer’ if there is self-billing;
• exempt from VAT under ….’ if the transaction is exempt from VAT. The legal basis of this must be defined;

• special mentions imposed by legislation (sale of art, antiques, etc.).

Does your invoice not comply with the mandatory form requirements or have you omitted a mandatory statement? Then you risk an administrative fine. These fines can vary from EUR 50.00 to a maximum of EUR 5,000.00.

If your invoice contains incorrect information, the authorities can impose a proportional administrative fine. If there is no fraud, you risk a fine of 60% to 100% of the invoiced amount. If the invoice constitutes fraude, the fine can rise to 200% of the invoiced amount.

STUDIO | LEGALE can assist you right from the start of your commercial transaction. For example, we can assist you in preparing and reviewing your invoices.

General terms and conditions

Adding general terms and conditions to your invoice is not a legal obligation. However, it is strongly recommended that you include your general terms and conditions on the back of your invoice and refer to them on the front of your invoice.

Good general conditions can ensure your legal position and are also important for your relationship with your customer.

Every company is unique and therefore we advise you not to pick up standard general terms and conditions from the internet but to draw up general terms and conditions or have them drawn up specifically for you.

With good general conditions you can prevent many problems such as protecting your own business and limiting liability but also providing specific securities if your client does not pay your invoices or experiences financial problems.

Below is a (non-exhaustive) list of some specific clauses that are important to include in your general terms and conditions:

• priority clause: your own general terms and conditions apply and have priority over those of the customer;
• netting clause: clause whereby mutual claims and debts can be offset and compensated;
  – preferred clause in case of insolvency of customer;
  – opposable to other creditors and third parties, even in the event of concurrence (e.g. bankruptcy);
  – must meet specific conditions. 
• retention of title: clause whereby, on delivery of goods, title does not pass until the price has been paid in full;

•  automatic end of contract: the contract is automatically terminated if the customer ceases its activities (such as bankruptcy, judicial reorganization or liquidation);
• mediation clause: clause allowing recourse to one or more mediators in the event of a dispute over the performance of the contract. This is prior to any legal action:
  – try to find an amicable solution;
  – try to reach an agreement that satisfies both parties;
  – save costs/time. 
• applicable law and territorial jurisdiction: determine the applicable law and which court is territorially competent;
• hardship clause: this clause assumes that it has become economically more burdensome or costly for one or more parties to fulfill the agreements originally made. (≠ force majeure. Hardship is not legally enshrined so must be included contractually); 
• price adjustment clause: clause agreeing that it is possible to change the price under certain circumstances; 
• indicative delivery and/or completion date: include that agreed deadlines are purely indicative and speak of an ‘estimated date’;

• specific pandemic clause: clause providing for an interim termination option and/or discount or suspension.

General terms and conditions can be tailored to protect your business in the best possible way.

STUDIO | LEGALE can assist you in this and draw up general terms and conditions tailored to your company.