Price revisions amid trade conflicts and uncertainty: how to protect yourself legally
by Wannes Gardin and Charlotte Humblet
In an unpredictable economic climate where international trade tariffs can change suddenly, businesses are increasingly facing unexpected price increases. Fortunately, Belgian law offers two valuable legal tools to help manage such risks: the price revision clause and the hardship clause. In this article, we explain both options and how to use them strategically.
What is the price revision clause?
Proactive protection in contracts
A price revision clause (also called a price adjustment clause) is a contractual provision that allows the agreed price to be adjusted—upward or downward—based on objective economic parameters. This is especially useful in long-term contracts, where future economic changes must be anticipated.
Examples of objective parameters include:
Official raw material prices as published by the FPS Economy,
The sales price index provided by Statbel.
The clause must also clearly define when a price adjustment can take place—e.g., at fixed intervals (such as annually) or when price fluctuations exceed a set threshold (e.g., an increase of more than 10%).
Note: According to Belgian law, price changes are limited to 80% of the total price. At least 20% must remain fixed.
Automatic indexation—linking the price directly to an index—is prohibited, except in specific cases such as lease agreements.
Example of a price revision clause in practice
Manufacturer X enters into a multi-year contract with a customer to supply machines at various sites for a fixed price. The contract includes a clause stating that if the official steel price increases by more than 8%, the contract price may be adjusted. Due to a trade conflict, steel prices rise by 11%. Manufacturer X invokes the clause and passes on the increased raw material costs to the client.
What is the hardship clause?
When unforeseen circumstances make execution difficult
The hardship clause (or imprevision) can be applied when unforeseen events make the execution of a contract excessively burdensome. Since the entry into force of the new Belgian law on obligations in 2023, this concept has been legally codified (Article 5.74 of the Civil Code).
Conditions and application
If the legal conditions are met and the contract does not explicitly exclude the hardship clause, the debtor may request to renegotiate the contract with the creditor. This gives both parties an opportunity to adapt their agreement to the unforeseen situation, aiming for the long-term continuation of the contract.
Important: The creditor is not obligated to accept the renegotiation request. The law only grants the debtor the right to request a renegotiation. If the request is denied or the renegotiation fails, the debtor may appeal to the judge in summary proceeding. The judge can thus amend or terminate the contract, provided he considers that the conditions for hardship have been met.
Example: Hardship due to sudden import duties
A Belgian furniture manufacturer signs a contract with a supplier for 5,000 wooden tables at a fixed price. The wood is imported from the U.S. Shortly after the contract is signed, the EU imposes new import tariffs on American wood. The manufacturer now faces unexpectedly high costs for sourcing its materials. Through the hardship clause, the manufacturer can request to renegotiate the contract with the supplier.
Hardship vs. force majeure: what’s the difference?
A more familiar legal remedy for unforeseen events is force majeure. However, the threshold for invoking it is significantly higher.
Under force majeure, the unforeseen circumstances make it impossible to perform the contract.
Under hardship (imprevision), performance is still possible but has become unreasonably difficult or costly.
Conclusion: what to do in case of sudden price increases?
When unexpected events or significantly changed circumstances impact your agreement, it is important to act quickly and thoughtfully.
1. Analyse your contract
Start by checking what was contractually agreed:
Does your contract include a price adjustment clause? This could allow you to revise prices under certain conditions.
Was the possibility of invoking hardship explicitly excluded or permitted? This will determine whether you can rely on this legal mechanism.
2. Seek legal advice
Unsure about how to interpret or apply these clauses? Our legal experts are here to help you analyze and optimize your contractual protections.
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Wannes Gardin
Business Manager Legal wannes.gardin@vdl.be
Charlotte Humblet
Advisor Legal Charlotte.Humblet@vdl.be
Disclaimer
In our opinions, we rely on current legislation, interpretations and legal doctrine. This does not prevent the administration from disputing them or from changing existing interpretations.
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