Applicable Law and the Competent Court in a Cross-Border Sale of Goods with France

The two questions in any cross-border sale: which law and which court

When a supplier in one country sells goods to a buyer in another, a dispute rarely begins with the substance of the claim. It begins with two prior questions that decide almost everything that follows: which national law governs the contract, and which country's courts may rule on it. These are distinct questions with distinct answers. The applicable law for a sale of goods with France may be French law while the competent court sits in another Member State, or the reverse. Confusing the two is one of the most common and costly errors foreign businesses make.

The applicable law determines the rules that decide the merits — how the contract is formed, what the seller must deliver, what warranties apply, what remedies a buyer has, and how long a claim survives. Jurisdiction determines where you must sue or defend, in what language, under what procedure, and at what cost. A favourable applicable law is of little use if you have to enforce it thousands of kilometres away in an unfamiliar forum, and a convenient court will still apply whatever law the conflict rules designate, which may not be its own.

For sales connected to France, both questions are answered by European instruments rather than by the French Civil Code alone. The Rome I Regulation governs the applicable law; the Brussels I bis Regulation governs jurisdiction and the recognition of judgments. On top of these, an international treaty — the CISG, or Vienna Convention — may supply the substantive rules of the sale itself. Understanding how these layers fit together is the key to controlling your exposure before a problem arises.

Applicable law for a sale of goods: the Rome I Regulation

The applicable law for a sale of goods connected to France is determined by the Rome I Regulation (EC) 593/2008, which applies in the courts of every EU Member State (bar Denmark) to contractual obligations in civil and commercial matters. Rome I has universal application: the law it designates applies even if that law is the law of a non-EU State. So a French court seised of a sales dispute will apply Rome I to identify the governing law, whether the counterparty is German, American or Chinese.

The cornerstone of Rome I is party autonomy. The parties may choose the law that governs their contract, and that choice is respected. The choice can be express or clearly demonstrated by the terms of the contract, and the parties may even select different laws for different parts of the agreement. This freedom is the single most powerful tool a foreign seller or buyer has: a clear choice-of-law clause removes the uncertainty of the default rules entirely and lets you know in advance which legal regime applies to your sale.

Where the parties have made no choice, Rome I supplies default rules keyed to the type of contract. For a contract for the sale of goods, the governing law is that of the country where the seller has its habitual residence — for a company, its central administration. This reflects a long-standing principle already found in the earlier Hague Convention on the law applicable to international sales, and it means that, absent agreement, the seller's home law tends to govern. A French seller who forgets to include a clause will often find French law applies by default; a foreign seller into France will find its own home law applies, which may surprise a French buyer expecting the Civil Code.

Which court hears the dispute: the Brussels I bis Regulation

Jurisdiction between the courts of EU Member States is allocated by the Brussels I bis Regulation (EU) 1215/2012. Its general rule is simple: a defendant domiciled in a Member State must, in principle, be sued in the courts of that State. For a company, domicile means its statutory seat, central administration or principal place of business. So a French buyer that fails to pay can be sued in France as of right, and a foreign seller domiciled elsewhere in the EU is generally sued at home.

Alongside this general rule, Brussels I bis offers special jurisdiction for contractual claims under Article 7. In matters relating to a contract, the claimant may sue in the courts for the place of performance of the obligation in question. For a sale of goods, the Regulation defines that place autonomously as the place in a Member State where, under the contract, the goods were delivered or should have been delivered. This gives a seller or buyer an alternative forum at the agreed place of delivery, which is frequently more convenient than the defendant's home court.

The place of delivery is therefore a decisive practical factor. If goods sold by a foreign supplier are to be delivered in France, the French courts will usually have jurisdiction over a contractual dispute even though the seller is domiciled abroad. Because delivery terms are commonly fixed by an Incoterm, the choice of Incoterm can indirectly influence which court is competent — another reason to align your logistics and your dispute-resolution strategy. You may also wish to read our note on which court hears a commercial debt in France.

Choice-of-law and jurisdiction clauses: validity and drafting

The most reliable way to answer both questions in advance is to draft two clauses: a choice-of-law clause and a jurisdiction clause. They must be kept separate in the drafter's mind even if they sit in the same paragraph, because one selects the governing law under Rome I and the other selects the forum under Brussels I bis. A clause that names French law but is silent on the court, or names a court but not the law, only solves half the problem.

Jurisdiction agreements are expressly permitted and strongly protected by Article 25 of the Brussels I bis Regulation. Where parties agree that the courts of a Member State are to have jurisdiction, that agreement is presumed exclusive unless they provide otherwise, and its validity is assessed under the law of the chosen forum. The clause must satisfy formal requirements — typically in writing, or in a form consistent with the parties' established practices or with international trade usage. A clause buried in general terms that were never communicated may fail, so incorporation must be clean and provable.

For the choice-of-law clause, clarity is everything: name a single national law, state whether it governs the contract in its entirety, and address whether the CISG is included or excluded (discussed below). For the jurisdiction clause, identify a specific court or the courts of a named State, and decide deliberately between an exclusive clause (predictable, but rigid) and an asymmetric or optional clause (flexible, but more open to challenge). These clauses belong in the wider set of key clauses in a French sales contract, and they should be consistent with your retention-of-title, delivery and payment terms rather than drafted in isolation.

How this interacts with the CISG (Vienna Convention)

Choosing an applicable law is not the end of the analysis, because the substantive rules of an international sale may come from a treaty rather than from a national code. The United Nations Convention on Contracts for the International Sale of Goods of 1980 — the CISG or Vienna Convention — is in force in France and in most of its trading partners. It provides uniform substantive rules on the formation of the contract and on the obligations and remedies of buyer and seller in cross-border B2B sales of goods.

Critically, the CISG can apply automatically. It governs where the parties have their places of business in different Contracting States, and also where the rules of private international law lead to the law of a Contracting State. So a clause that simply chooses French law does not exclude the CISG — French law includes the CISG for qualifying international sales. If you intend the French Civil Code to apply, you must say so and opt out of the Convention expressly; if you are content with the Convention's balanced, internationally recognised rules, you may leave it in place.

The interplay with the applicable law is layered. Rome I or the national conflict rules first designate a governing law; if that law is the law of a Contracting State, the CISG applies to the questions it covers, and the designated national law fills the gaps — for example on validity and the transfer of property, which the Convention deliberately leaves aside. Deciding whether to keep or exclude the CISG is a strategic choice, and we explain it in detail in our guide to the CISG (Vienna Convention) and France.

Enforcing a French or EU judgment across the European Union

A judgment is only worth what you can collect on it, so enforcement is part of the applicable-law and jurisdiction analysis, not an afterthought. Within the European Union, the Brussels I bis Regulation makes cross-border enforcement markedly easier than it is with most non-EU States. A judgment given in one Member State is recognised in the others without any special procedure, and it is enforceable in another Member State without a prior declaration of enforceability.

In practice, a creditor holding a French judgment against a buyer with assets in another Member State can proceed to enforcement there on production of the judgment and a standard certificate issued by the French court, together with any required translation. There is no need to re-litigate the merits. The debtor may resist only on narrow grounds — for instance a manifest conflict with the public policy of the State of enforcement, or a defendant who was not properly served and could not arrange a defence.

This ease of enforcement is a strong argument for choosing an EU forum where your counterparty or its assets are in the EU. It also affects strategy on the debt-recovery side: a French seller chasing an unpaid invoice within the EU has a fast route to enforcement once judgment is obtained. See our practical guide to recovering an unpaid invoice in France for the procedural steps, including the French order-to-pay procedure.

Non-EU counterparties and arbitration as an alternative

The comfort of Brussels I bis stops at the borders of the European Union. Where the counterparty is domiciled outside the EU, jurisdiction before a French court is determined by the residual French rules of international competence rather than by the Regulation, and — more importantly — a French or EU judgment does not benefit from automatic circulation into a non-EU State. Enforcing it there depends on that country's local law and on any bilateral treaty, which can be slow, uncertain, or in some States effectively unavailable.

This is where international arbitration becomes attractive. An arbitral award benefits from the New York Convention of 1958, to which more than 170 States are party, and which requires the courts of those States to recognise and enforce foreign arbitral awards subject only to limited exceptions. For a sale into or out of France with a party outside the EU, a well-drafted arbitration clause frequently gives far better enforcement prospects than a court-jurisdiction clause, while also offering neutrality and confidentiality.

Arbitration is not a default choice, however. It carries its own costs, and it requires a precise clause naming the seat, the rules, the number of arbitrators and the language. A defective clause can leave you with neither a court nor a workable tribunal. The decision between a jurisdiction clause and an arbitration clause should be taken deliberately at the drafting stage, weighing where your counterparty's assets sit against the cost and speed you can accept.

A practical checklist for controlling law and jurisdiction in your sale

Bringing the analysis together, the applicable law for a sale of goods with France and the competent court can both be fixed in advance by disciplined drafting. The following sequence works for most cross-border sales and helps you avoid the default rules that so often favour the other side. Treat each step as a decision to be recorded in the contract, not left to chance.

The table below summarises how the two questions are answered by default and how you can override each. In almost every cross-border sale, the override columns — the clauses you draft — are where the value lies.

Frequently asked questions about applicable law and jurisdiction in a cross-border sale with France

Which law applies to a sale with a French company?

It depends on what the parties agreed. Under the Rome I Regulation, the parties are free to choose the governing law, and that choice prevails. If they made no choice, a sale of goods is governed by the law of the seller's habitual residence, so a French seller's contract will often be governed by French law by default.

Which court hears a cross-border sale dispute?

Within the EU, the Brussels I bis Regulation applies. As a rule the defendant is sued where it is domiciled, but for a sale of goods the claimant may also sue at the place where the goods were or should have been delivered under Article 7. A valid jurisdiction clause overrides these default rules.

Are jurisdiction clauses valid?

Yes. Article 25 of the Brussels I bis Regulation expressly allows parties to agree which Member State's courts will have jurisdiction, and such a clause is presumed exclusive. The agreement must meet the formal requirements — usually in writing or in a form consistent with the parties' practices or with trade usage.

What happens if there is no choice-of-law clause?

The Rome I Regulation supplies the answer. For a contract for the sale of goods, the applicable law is that of the country where the seller has its habitual residence. Silence therefore hands the seller its home law, which is one reason a foreign buyer should always negotiate the clause.

Does choosing French law exclude the CISG?

No. French law includes the CISG for qualifying international sales, so a bare choice of French law leaves the Vienna Convention in place. If you want the French Civil Code to govern instead, you must opt out of the CISG expressly in the contract.

Can I enforce a French judgment elsewhere in the EU?

Yes, and with relative ease. Under the Brussels I bis Regulation a judgment given in one Member State is recognised in the others without special procedure and is enforceable without a declaration of enforceability, on production of the judgment and a standard certificate. The debtor can resist only on narrow grounds.

What if my counterparty is outside the EU?

Brussels I bis no longer helps with enforcement, and a French judgment may be difficult to enforce abroad. In that situation an arbitration clause is often preferable, because an arbitral award benefits from the New York Convention of 1958 and is enforceable in more than 170 States subject to limited exceptions.

Key takeaways on applicable law and jurisdiction in a cross-border sale with France

How our French lawyers help with applicable law and jurisdiction in cross-border sales

Petroff Avocats advises both foreign sellers into France and foreign buyers from French suppliers on the law and forum that govern their contracts. On the drafting side, we prepare and review choice-of-law and jurisdiction clauses, decide with you whether to keep or exclude the CISG, and align these with your delivery, retention-of-title and payment terms so the contract holds together. On the disputes side, we assess which law and which court actually apply to a live conflict, advise on the strongest forum, and act to obtain and enforce a French or EU judgment — or an arbitral award — against a counterparty and its assets, wherever they are located.

This article is for general information only. It does not constitute legal advice and does not create a lawyer-client relationship. The rules governing applicable law, jurisdiction and enforcement in cross-border sales depend on the facts of each case and on instruments that may change. Contact our French lawyers for advice on your situation.