In the French entrepreneurial landscape, Terms and Conditions—known in France as Conditions Générales de Vente (CGV)—are often perceived as a tedious administrative formality or a simple exercise in legal copy-pasting. However, they constitute the true foundation of your commercial relationships and your business's primary shield against disputes, unpaid invoices, and administrative penalties. Whether you are an e-commerce merchant, an artisan, a service provider, or a start-up, mastering CGV is essential to secure your activity and build trust with your clients. This comprehensive guide details the legal obligations, the mechanisms of enforceability, and the methodology for drafting compliant and protective CGV under French law.
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The Conditions Générales de Vente (CGV) are a contractual document that defines the terms under which a natural or legal person (the seller or service provider) supplies a good or service to a customer (the buyer). They govern the financial, logistical, and legal aspects of the transaction.
French law fundamentally distinguishes between two legal frameworks depending on the status of the buyer: relations between professionals (B2B - Business to Business) and relations between a professional and a consumer (B2C - Business to Consumer).
In B2B transactions, the CGV constitute, under the terms of Article L. 441-1 of the Code de commerce (French Commercial Code), "the sole basis of commercial negotiation."
In B2C transactions, consumer law (stemming notably from the loi Hamon [Hamon Law] and transposing European directives) imposes much stricter formalism. The consumer is considered the weaker party to the contract, which justifies an enhanced pre-contractual information obligation.
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Drafting perfect CGV is useless if they are not opposable (enforceable) against your clients. Enforceability is the legal quality that allows you to rely on them before a court in the event of a dispute. For them to be enforceable, the client must have been made aware of them and accepted them before the conclusion of the contract.
1. Prior Acceptance: The CGV must be accepted before or at the time of the order. CGV appearing solely on the back of an invoice are unenforceable, as the invoice is issued after the contract has been concluded (established case law of the Cour de cassation [French Supreme Court]).
2. Effective Awareness: The client must have been put in a position to read the CGV. On a website, this means providing a visible and functional hyperlink leading to the CGV.
3. Express Acceptance: Acceptance cannot be presumed. Online, the "click" method is required. The user must check an acceptance box that is not pre-checked (the "double click" validation process). In a physical or classic contractual setting, the signature of the quote or order form containing the handwritten mention "Je déclare avoir pris connaissance et accepter les CGV ci-annexées" ("I declare that I have read and accept the attached CGV"), with the CGV printed on the back or attached, is indispensable.
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Drafting your CGV must follow a rigorous methodology to ensure no essential clause is omitted.
This first section introduces the company (name, legal form, share capital, registered office address, RCS [Trade and Companies Register] or RM [Trades Register] number, intra-community VAT number) and precisely defines the nature of the products or services sold.
Explain precisely how the customer places an order (technical steps on the website or signing a quote). Indicate that prices are mentioned in Euros, Hors Taxes (HT - excluding VAT) for professionals, and Toutes Taxes Comprises (TTC - including all taxes) for consumers, specifying whether delivery costs are included or extra.
Specify the accepted payment methods (credit card, bank transfer, check). For B2B, mention the payment deadlines (the maximum legal deadline is 60 days from the invoice issue date, or 45 days end of month, according to Article L. 441-10 of the Commercial Code).
Determine delivery times. In B2C, in the absence of an agreement, the professional must deliver the goods no later than 30 days after the conclusion of the contract (Article L. 216-1 of the Consumer Code). Also specify the risk transfer policy: in B2C, the risk of loss or damage is transferred to the consumer only when they physically take possession of the goods (Article L. 216-4 of the Consumer Code).
Detail the 14-day period, the return procedures (who pays for return shipping? By default, it is the professional, unless explicitly stated otherwise in the CGV), and the refund procedures (which must occur within 14 days following notification of withdrawal).
Indicate that the applicable law is French law. For B2C, you must obligatorily mention the contact details of the médiateur de la consommation (consumer mediator) whom the client can contact free of charge (Article L. 616-1 of the Consumer Code). For B2B, you can insert a jurisdiction clause designating the competent Tribunal de commerce (Commercial Court) in the event of a dispute.
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To better understand the practical application of these rules, let us look at two distinct scenarios.
> The Scenario: Thomas buys a designer coffee table for 450 € TTC (including 30 € shipping costs) on the website of a French artisan on October 1st. The website's CGV do not clearly state who covers the return shipping costs in the event of withdrawal.
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> Application of the Law:
> * Thomas receives the table on October 10th. He has a period of 14 days (i.e., until October 24th inclusive) to notify his withdrawal.
> * He exercises his right on October 15th. Because the artisan did not specify in the CGV that return costs were the customer's responsibility, the artisan must refund the full 450 € (including the initial 30 € delivery fee) and cover the return shipping costs of the table (estimated at 50 € via carrier).
> The Calculation for the Artisan: If the CGV had been correctly drafted, stating "return shipping costs are the exclusive responsibility of the customer*," the artisan would only have had to refund the initial 450 €, and Thomas would have had to pay the 50 € return fee himself.
> The Scenario: A communication agency invoices a web design service to an SME for an amount of 5,000 € HT. The invoice is issued on May 1st with a due date of May 31st (a 30-day term). The SME only pays the invoice on July 15th.
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> Application of the Law:
> * The agency's CGV provide for a late payment penalty rate equal to the interest rate applied by the European Central Bank (ECB) to its most recent refinancing operation plus 10 percentage points (the legal minimum rate being 3 times the legal interest rate). Assuming the ECB rate is 4%, the applicable rate is therefore 14% per year.
> * The delay is 45 days (from June 1st to July 15th).
> Calculation of Penalties: (5,000 € 14% * 45 days) / 365 = 86.30 €.
> * Fixed Indemnity: The fixed indemnity of 40 € for recovery costs is automatically added.
> * Total Owed by the Late Client: 5,126.30 €. The agency is legally entitled to demand this amount without any prior reminder being necessary.
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No, the law does not require you to use a lawyer to draft CGV. You can write them yourself. However, given the complexity of consumer law and the financial risks in case of non-compliance, having your CGV validated or drafted by a legal professional or a specialized legal AI is highly recommended to guarantee their legal security.
In B2B, failing to communicate CGV to a professional who requests them is punishable by an administrative fine of up to 15,000 € for a natural person and 75,000 € for a legal entity (Article L. 441-1 of the Commercial Code). In B2C, the failure to provide pre-contractual information (which the CGV support) is punishable by a maximum administrative fine of 3,000 € for a natural person and 15,000 € for a legal entity (Article L. 131-1 of the Consumer Code).
Yes, a company can modify its CGV at any time to adapt to market or legal changes. However, the new CGV will only apply to orders placed after their publication and acceptance by the client. They cannot apply retroactively to contracts currently being executed, unless the client gives their express consent.
The Conditions Générales de Vente (CGV) govern a commercial transaction (purchase of a product or service). The Conditions Générales d'Utilisation (CGU - Terms of Use) govern the terms of access and use of a website, platform, or mobile application, whether a purchase is made or not. An e-commerce site generally needs to have both documents.
In principle, no. The right of withdrawal is an exclusive protection for consumers. However, as an exception (Article L. 221-3 of the Consumer Code), the right of withdrawal applies to off-premises contracts concluded between two professionals if three cumulative conditions are met: the contract does not fall within the scope of the main activity of the professional contacted, the number of employees employed by them is less than or equal to five, and the purchase was made off-premises.
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Legal information for guidance only, not personalised legal advice. For your specific situation, ask your question free of charge on AvocatAI — answers based on French law, in your language.