When a professional sells goods or services to other professionals, general sales conditions are not mandatory. They must, however, be communicated to the buyer on request. General terms and conditions of sale between professionals, also known as B2B general terms and conditions of sale, provide security for both seller and buyer, and provide a framework for the contractual relationship. Here's a template and everything you need to know about GSCs.
Why draw up general terms and conditions of sale between professionals?
General terms and conditions of sale, or GTCS, are mandatory when a professional sells goods or services to private individuals. When the customer is a professional, in the context of a B2B commercial relationship, the GSC are only mandatory when requested by the professional buyer.
Drawing up general terms and conditions of sale not only ensures compliance with the law, but also provides legal certainty for your business. They clarify the responsibility of each party in the event of a dispute, and can help avoid a number of setbacks.
Business-to-business GTCs also lay down rules applicable to all a company's business customers, or to a group of buyers divided into different categories, thus avoiding the need to negotiate a number of details on an individual basis.
A company can draw up separate terms and conditions for each category of buyer. These categories are as follows:
- Specialized company
- Distance selling company
- Wholesaler or trader
- Food superstores
In this case, the type of GCS communicated will depend on the category to which the professional requesting them belongs.
Finally, general terms and conditions of sale help to avoid a number of disputes, by informing the buyer of the terms and conditions of the sale before it is carried out.
Where should B2B terms and conditions of sale appear?
Article L441-1 of the French Commercial Code states that " any person engaged in production, distribution or service activities who draws up general terms and conditions of sale is required to communicate them to any buyer who requests them for a professional activity ".
The article specifies that " this communication shall be made by any means constituting a durable medium ". The GCS must therefore be communicated in writing, on order forms and quotations for example, or on the company's website.
They must be legible and comprehensible, and the buyer must have read them before the sale, otherwise they will not be enforceable in the event of a dispute. It is therefore inadvisable to simply include them on an invoice, as there is no way of proving that the customer was aware of them prior to purchase.
There are several ways of ensuring that the customer has read and understood our terms and conditions of sale before signing a quotation or order form, or placing an order on our website. Firstly, you can include them on the back of order forms or quotations, by placing a reference just above the space reserved for the customer's signature, such as the following statement: "the customer declares that he/she has read and accepted the general sales conditions on the front of this document".
In the case of purchases made on an Internet site, the general terms and conditions of sale between professionals cannot simply appear on a page that the customer is free to consult or not. They must be read and accepted before the customer validates the order.
To achieve this, the general terms and conditions of sale must be displayed in a dedicated window, opening during the order process. It is possible to require the customer to scroll down the entire page before the "Accept" or "Validate" box, or the "I have read and understood the terms and conditions" box becomes clickable.
General terms and conditions of sale between professionals: mandatory information
General terms and conditions of sale between professionals must include the following information:
- Payment terms: these include payment deadlines, which can be freely set by the parties but are nevertheless governed by law, as well as late payment penalties, any additional flat-rate compensation for collection costs and discount for early payment;
- Price reductions, the terms and conditions of which must be objective and precise;
- Terms and conditions of sale, including delivery terms and transfer of ownership;
- The unit price list.
Here is a sample of the general terms and conditions for business-to-business sales from the Paris Île-de-France Entreprises Chamber of Commerce and Industry.
Optional clauses in general terms and conditions of sale between professionals
A number of optional clauses may be added to these mandatory clauses. For example, GTCS between professionals may mention :
- A force majeure clause;
- A clause limiting the seller's liability, and in particular limiting the amount of damages in the event of a breach of one of its obligations, provided it is not an essential obligation;
- A retention-of-title clause: in this case, ownership is not transferred until the buyer has paid the amount due in full, enabling the seller to legally recover the product in the absence of full payment;
- Contract termination conditions ;
- If the customer agrees to a price change.
Any abusive clause is liable to be annulled in court in the event of a dispute, even when the GCS have been previously approved by the buyer. In addition, certain clauses are purely and simply forbidden, such as those making the buyer bear the risks associated with transport, or clauses specifying that the delivery date given is indicative. The law obliges the seller to respect the delivery deadline indicated.
A company failing to provide its general terms and conditions of sale to a professional buyer on request is liable to a fine of up to 15,000 euros for natural persons, and 75,000 euros for legal entities. The same penalties apply if the terms and conditions do not contain all the required information.