Who is buying, and why does it change your terms?
Everything turns on the buyer. Your terms and conditions in France follow the French Commercial Code (Code de commerce) when you sell to a business and, when you sell to a consumer, the French Consumer Code (Code de la consommation) as well, with rules no clause can set aside. A seller with both kinds of buyers needs both. The guide to doing business in France gives the frame; this page goes clause by clause.
Consumer or professional
The consumer is a natural person acting for purposes outside their commercial, industrial, craft, liberal or agricultural activity; the professional acts within that activity, including on behalf of another professional (preliminary article of the Consumer Code, checked November 2026).
When French rules reach your terms
The business rules below apply when French law governs the sale, for instance because your terms choose it. The consumer rules follow the consumer: if you pursue your activity in France or direct it there, French law governs, and the law your terms choose cannot deprive the consumer of its mandatory rules (article 6 of the Rome I Regulation (EC) No 593/2008, checked November 2026).
The diagram sets the two buyers side by side: for a business, terms of sale on request, an annual agreement with a reseller, capped payment terms and late payment fines; for a consumer, information before the order, fourteen days to withdraw, a two-year guarantee, unfair clauses deemed unwritten and a mediator. Either way, terms bind only a buyer who knew and accepted them.
What must your terms of sale to a French business contain?
At least your payment conditions and what sets the price. Under article L441-1 of the Commercial Code, checked November 2026, general terms of sale, the conditions générales de vente or CGV, include in particular the payment conditions and the elements that determine the price, such as the unit price list and any price reductions.
What the Code lists, and what it leaves to you
“In particular” leaves the list open: delivery, risk, warranty, liability, the governing law and the court are yours to write. Terms may differ by category of buyers, and a buyer then receives only those of its category (article L441-1, II). Once established, they are the sole basis of the commercial negotiation, in which special terms may be agreed without being sent to anyone else (article L441-1, III).
Payment conditions: two mentions, and the fine
The caps, 60 days from the invoice at most, are in the chapter on payment terms between businesses. Your terms add two mentions: the conditions and rate of the late payment penalties, and the fixed recovery indemnity of 40 euros (article L441-10, II; article D441-5). Légifrance shows article L441-10 ending on 1 January 2027, in a recodification of the Code: check the reference in force when you sign.
Under article L441-16, the authority in charge of competition and consumer affairs, the DGCCRF (article L470-2), can fine a company up to two million euros, and a natural person up to 75,000 euros, for breaches that include paying beyond the terms of article L441-10, I, payment conditions without those two mentions, a non-compliant penalty rate, or clauses that abusively delay the start of the term. A repeat within two years doubles the maximum, and the decision is published, partly at the company’s expense (article L470-2, V).
When do you need a written agreement with a French reseller?
When you supply a distributor on terms that come out of a commercial negotiation. Article L441-3, in force since 1 April 2023 and checked November 2026, requires a written agreement between the supplier and the distributor or service provider recording the reciprocal obligations agreed at the end of the negotiation.
Who it concerns
A supplier selling to a French retailer, wholesaler or online reseller, where French law governs, except suppliers of the perishable agricultural, live animal and fishery products listed by decree under article L443-2. A commercial agent in France negotiates in your name without buying, and its contract follows other rules.
What it contains, and by when
To set the agreed price, the agreement fixes the conditions of sale, including price reductions; the commercial cooperation services the distributor renders, each with its subject, date, performance and remuneration; the other obligations that favour the relationship; and any service agreed with a linked entity outside France (article L441-3, III). Logistics obligations and their penalties go into a separate written agreement (article L441-3, I bis).
It runs for one, two or three years and is concluded by 1 March of the year it takes effect, or within two months of the start of a particular marketing cycle; a two- or three-year agreement sets how the price is revised, and you send your terms of sale within a reasonable time before 1 March (article L441-3, IV and V).
A breach carries a fine of up to 375,000 euros for a legal person and 75,000 euros for a natural person, doubled for a repeat within two years (article L441-6).
How do your terms become binding, and in which language?
Only if the buyer knew and accepted them. General terms bind the other party only if brought to its knowledge and accepted; when both sides invoke their own, incompatible clauses have no effect, and special conditions prevail over general ones (article 1119 of the French Civil Code, Code civil).
Standard-form terms, read against their author
Your terms are usually a contrat d’adhésion, whose non-negotiable clauses are set in advance by one party, as opposed to a negotiated contrat de gré à gré (article 1110). A non-negotiable clause that creates a significant imbalance is then deemed unwritten (article 1171), a test explained in the guide to French contract law. In case of doubt, such a contract is read against the party that proposed it (article 1190): against you.
A French version of your terms
Article 2 of the Toubon law, loi n° 94-665 of 4 August 1994, requires French in the offer and presentation of goods and services, in their guarantee terms and in invoices, in a text that does not distinguish business from consumer buyers, as the chapter on the language of your contracts explains.
Online, the offer lists the languages offered for concluding the contract, French among them, unless two businesses agree otherwise (articles 1127-1, 3°, and 1127-3 of the Civil Code). A French version beside the English one settles the question.
What must you tell a French consumer before the order?
A list fixed by the Consumer Code, given legibly before the consumer is bound: article L111-1 for every consumer contract for a price, and article L221-5, in force since 19 June 2026, for a distance contract, both checked November 2026.
The general list, and what distance selling adds
Article L111-1 asks for the essential characteristics, digital functionality and compatibility included; the price; the delivery date unless performance is immediate; your identity and postal, telephone and electronic contact details; the legal and any commercial guarantees; and the possibility of using a consumer mediator.
For a contract concluded without the parties’ simultaneous presence, through an organised distance selling system (article L221-1), article L221-5 adds the withdrawal conditions and the model withdrawal form, who bears the cost of returning the goods, the cases without a withdrawal right, and any price personalised by automated decision-making.
The order page and the payment button
Online, your contract terms are available in a form that can be stored and reproduced, and the offer states the steps to conclude and the means of correcting input errors (article 1127-1 of the Civil Code). The contract is validly concluded only if the customer could check the order and its total price before confirming it (article 1127-2). For a consumer, the button that validates the order reads “commande avec obligation de paiement”, order with obligation to pay, or an unambiguous equivalent (article L221-14).
Your privacy notice is a separate document, covered in the guide to GDPR compliance in France.
How does the 14-day withdrawal right work?
A consumer who buys at a distance or off-premises has fourteen days to withdraw, without giving reasons (article L221-18 of the Consumer Code): from the contract for services, from receipt of the goods for sales, and from the last delivery when goods arrive separately.
How the consumer withdraws, and how you refund
The consumer sends the model form or any unambiguous statement. Since 19 June 2026, a distance contract concluded through an online interface comes with a functionality to withdraw before the period ends, at no cost to the consumer; a decree sets how it is presented and used (article L221-21).
The consumer returns the goods within fourteen days and bears only the direct cost of return, unless you take it on or did not say it was theirs (article L221-23). You refund every sum paid, standard delivery included, within fourteen days of being informed, by the same means of payment, and may wait for the goods or proof of their dispatch (article L221-24).
Missing information, and the exceptions
Without the withdrawal information of article L221-5, the period is extended by twelve months (article L221-20). Article L221-28 lists thirteen exceptions, among them goods made to the consumer’s specifications, goods that deteriorate quickly, software unsealed after delivery, leisure services due on a set date, and services fully performed or digital content supplied before the period ends, with the consumer’s express prior agreement and acknowledgement of losing the right. Your terms say when the right does not exist (article L221-5).
Which consumer protections must your terms respect?
Three, whatever your template says: the legal guarantee of conformity, the rule on unfair terms and access to a consumer mediator.
The legal guarantee of conformity
The seller answers for defects of conformity that exist at delivery and appear within two years of it (article L217-3); defects appearing within twenty-four months are presumed to have existed at delivery, twelve months for second-hand goods (article L217-7). Digital content and services supplied on their own follow the same logic: two years for a one-off supply, the whole supply period for a continuous one (article L224-25-12).
Your general terms for these sales carry a box on how the legal guarantees are implemented, following the models annexed to the Code (article D211-2). Obstructing the guarantee in bad faith risks a civil fine of up to 300,000 euros, or up to 10 % of average annual turnover in proportion to the benefit drawn (article L241-5).
Unfair terms: the black list and the grey list
A clause is unfair when it creates, to the consumer’s detriment, a significant imbalance between the parties’ rights and obligations (article L212-1); it is deemed unwritten, and the rest of the contract survives if it can (article L241-1).
Article R212-1 forbids outright clauses that “remove or reduce the consumer’s right to compensation for the loss suffered in the event of a failure by the professional to perform any of its obligations”. Article R212-2 presumes unfair, unless you prove otherwise, a clause obliging the consumer “to go exclusively through an alternative dispute resolution method”.
A consumer mediator, at no cost to the consumer
Every consumer may use a consumer mediator, at no cost to the consumer, and you guarantee effective access to one, your own scheme or another that meets the Code’s requirements (article L612-1). Its contact details and website appear visibly on your site, in your terms of sale or on your order forms (articles L616-1 and R616-1).
| Rule | What the Code says | Article |
|---|---|---|
| Information before the order | Characteristics, price, delivery date, identity, guarantees, mediator | L111-1, L221-5 |
| Order button | “Commande avec obligation de paiement” or an unambiguous equivalent | L221-14 |
| Withdrawal | Fourteen days, from the contract for services, from receipt for goods | L221-18 |
| Refund | Every sum paid, standard delivery included, within fourteen days | L221-24 |
| Guarantee of conformity | Two years; defects presumed for twenty-four months, twelve second-hand | L217-3, L217-7 |
| Unfair clauses | Deemed unwritten; a black list and a grey list | L212-1, R212-1, R212-2 |
| Mediator | Access at no cost to the consumer, details in your terms or site | L612-1, R616-1 |
When does a lawyer make the difference?
When your English terms first meet French buyers, and each time you open a new channel: a reseller, your own online shop, a subscription.
Three decisions worth a conversation
- One set of terms or two. Business and consumer terms, categories of buyers, a French version.
- The clauses your template takes for granted. Liability caps, unilateral changes, termination at will: negotiable between businesses, often unfair against a consumer.
- The reseller and the checkout. The 1 March agreement, the payment mentions, the order button, the withdrawal functionality and the guarantee box.
Concord drafts and reviews terms and conditions under French law for business and consumer sales, with a French version aligned on your English terms, and drafts the annual agreement with a reseller among its commercial contracts.
If you are about to sell in France, tell us what you sell, and to whom.