Are general terms and conditions of sale mandatory?

Drawing up general terms and conditions of sale is not mandatory in itself, but any business that has drawn them up must provide them to a business buyer who requests them (article L. 441-1 of the French Commercial Code). Where they exist, they must include the payment terms, the late-payment penalty rate, the fixed recovery indemnity of EUR 40 and, where applicable, the price scale and discounts (articles L. 441-1 and L. 441-10).

General terms and conditions of sale, terms of use, terms of purchase: what is the difference?

General terms and conditions of sale frame the sale of products or services; terms of use, the use of an online service or software; terms of purchase are the buyer’s general conditions, which may conflict with the seller’s terms of sale.

How do you prove the customer accepted the terms?

Through a signature, a timestamped acceptance box or an express reference in the signed purchase order. An electronic signature with an evidence file, as in Docform, serves that purpose.

Template guide

General terms and conditions of sale template: structure and points to watch

General terms and conditions of sale set the frame for all your business-to-business sales: price, payment, delivery, warranties, liability. In France, they form the basis of commercial negotiation and, where they exist, must be provided to any business buyer who requests them.

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When to use it

As soon as you sell products or services to businesses on a repeated basis.
As a schedule to quotes, purchase orders and contracts, to avoid renegotiating the same clauses at every sale.
In a separate version for consumers, who are subject to specific information and withdrawal rules.

What the template covers

Scope and enforceability: Which sales the terms apply to, how they are accepted by the customer, and how they interact with the buyer’s own terms of purchase.
Orders, price and payment: Formation of the order, price and revision, payment terms, late penalties and fixed recovery indemnity, discounts, deposits.
Delivery and transfer of risk: Lead times, place, incoterm where relevant, reservations on receipt, transfer of title and risk.
Warranties and claims: Contractual warranty and statutory warranties, claim periods and procedure, product returns.
Liability and force majeure: Limitation of liability, exclusion of indirect damages, force majeure events and their effects.
Data, intellectual property, governing law: Processing of customer data, rights over documents and software provided, applicable law and competent court.

Common mistakes

Terms never accepted by the customer, hence unenforceable: signature or acceptance must be provable.
Mandatory mentions missing between businesses, on payment terms and penalties in particular.
A single version for businesses and consumers, although the rules differ.
Terms modified without version control: impossible to know which applied to a past order.

In Docform

In Docform, general terms and conditions of sale are a versioned template: every generated contract relies on the version in force, customers accept them by electronic signature, and you find the applicable version for every sale. Changes go through the legal approval workflow.

Frequently asked questions

Are general terms and conditions of sale mandatory?: Drawing up general terms and conditions of sale is not mandatory in itself, but any business that has drawn them up must provide them to a business buyer who requests them (article L. 441-1 of the French Commercial Code). Where they exist, they must include the payment terms, the late-payment penalty rate, the fixed recovery indemnity of EUR 40 and, where applicable, the price scale and discounts (articles L. 441-1 and L. 441-10).
General terms and conditions of sale, terms of use, terms of purchase: what is the difference?: General terms and conditions of sale frame the sale of products or services; terms of use, the use of an online service or software; terms of purchase are the buyer’s general conditions, which may conflict with the seller’s terms of sale.
How do you prove the customer accepted the terms?: Through a signature, a timestamped acceptance box or an express reference in the signed purchase order. An electronic signature with an evidence file, as in Docform, serves that purpose.

This guide describes what a document of this type usually contains. It is not legal advice: the content of your contracts is a matter for your legal department or counsel.

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General terms and conditions of sale template: structure and points to watch

What the template covers

Scope and enforceability: Which sales the terms apply to, how they are accepted by the customer, and how they interact with the buyer’s own terms of purchase.
Orders, price and payment: Formation of the order, price and revision, payment terms, late penalties and fixed recovery indemnity, discounts, deposits.
Delivery and transfer of risk: Lead times, place, incoterm where relevant, reservations on receipt, transfer of title and risk.
Warranties and claims: Contractual warranty and statutory warranties, claim periods and procedure, product returns.
Liability and force majeure: Limitation of liability, exclusion of indirect damages, force majeure events and their effects.
Data, intellectual property, governing law: Processing of customer data, rights over documents and software provided, applicable law and competent court.

Common mistakes

Terms never accepted by the customer, hence unenforceable: signature or acceptance must be provable.
Mandatory mentions missing between businesses, on payment terms and penalties in particular.
A single version for businesses and consumers, although the rules differ.
Terms modified without version control: impossible to know which applied to a past order.

Frequently asked questions

Are general terms and conditions of sale mandatory?: Drawing up general terms and conditions of sale is not mandatory in itself, but any business that has drawn them up must provide them to a business buyer who requests them (article L. 441-1 of the French Commercial Code). Where they exist, they must include the payment terms, the late-payment penalty rate, the fixed recovery indemnity of EUR 40 and, where applicable, the price scale and discounts (articles L. 441-1 and L. 441-10).
General terms and conditions of sale, terms of use, terms of purchase: what is the difference?: General terms and conditions of sale frame the sale of products or services; terms of use, the use of an online service or software; terms of purchase are the buyer’s general conditions, which may conflict with the seller’s terms of sale.
How do you prove the customer accepted the terms?: Through a signature, a timestamped acceptance box or an express reference in the signed purchase order. An electronic signature with an evidence file, as in Docform, serves that purpose.