Conforming Delivery vs the Guarantee of Conformity in France

Conforming delivery: getting exactly what the contract promised

Under Article 1604 of the Civil Code, the seller's essential obligation is to place the thing sold at the buyer's disposal — and the thing delivered must be the thing sold. This is the doctrine of conforming delivery (délivrance conforme): the seller must hand over goods that correspond in every respect to what the parties agreed. If the contract calls for a grey car and a black one arrives, the delivery is non-conforming, even though the vehicle works perfectly. Conformity here is measured against the contract, not against the buyer's private expectations.

Conformity is assessed on two axes. The first is quantitative: the seller must deliver the exact quantity, weight, measure or surface area stated in the contract, and specific rules govern shortfalls and excesses. The second is qualitative: the goods must match the technical characteristics, brand, type and specifications set out in the agreement. Where the contract is silent on quality, the goods must at least meet an objective standard — they must be sound and merchantable. Conformity is judged both objectively (by reference to the goods' inherent features) and subjectively (by reference to the specific terms the parties negotiated).

The obligation extends beyond the core object. Conforming delivery captures the accessories of the thing and everything intended for its ongoing use — power cords, activation codes, packaging, registration documents for a vehicle, and even the legal accessories such as attached rights of way or related contracts. A delivery that omits an essential accessory is as non-conforming as one that delivers the wrong item. Where the buyer needs the goods for a particular purpose that the seller knew about and that entered the contractual field, that purpose becomes part of the conformity yardstick.

The consumer guarantee of conformity (Article L217-3)

The guarantee of conformity France reserves for consumers is a separate statutory regime, introduced into the Consumer Code to transpose the European directive on consumer sales and now found at Article L217-3 of the Consumer Code. It applies only where a professional sells goods to a consumer. It does not replace the general law — a consumer can still rely on conforming delivery or on hidden defects — but it offers a buyer-friendly package that the Civil Code does not.

Under this regime the seller must deliver goods that conform to the contract and that are fit for the use ordinarily expected of similar goods. The great advantage for the consumer is the presumption of non-conformity: a defect that appears within a fixed period after delivery is presumed to have existed at the moment of delivery, so the buyer does not have to prove when the fault arose. This reversed burden of proof is what makes the consumer guarantee so much easier to invoke than the Civil Code warranties, where the buyer normally carries the evidential load.

The trade-off is scope. The garantie de conformité in the Consumer Code is unavailable in a pure business-to-business sale. Two companies contracting with each other fall back on the Civil Code regimes of conforming delivery and hidden defects. For a foreign supplier selling into France, this means your exposure depends heavily on who your buyer is: a distributor buying for resale is a professional, but a sale to an end consumer — including through an online channel — can pull you into the Consumer Code. See our note on B2B vs consumer sales for how that line is drawn.

The warranty against hidden defects and how it differs

The third regime is the warranty against hidden defects (garantie des vices cachés) under Article 1641 of the Civil Code. Unlike conforming delivery, it is not about whether the goods match the contract wording; it is a mechanism for allocating the risk of a latent flaw. The seller answers for hidden defects that render the thing unfit for its intended use, or that so diminish that use that the buyer would not have bought — or would have paid less — had the defect been known. The flaw must be inherent to the thing, hidden at the time of sale, and pre-existing.

The distinction between the two Civil Code regimes is subtle but decisive. Where there is a gap between the thing delivered and the thing sold, conformity is the issue. Where there is a gap between the expected use and the actual use of goods that do match the contract, the hidden-defects warranty applies. The Cour de cassation once blurred this line, treating conformity in a functional sense to help disappointed buyers escape the short deadline attached to hidden-defects claims, but it has since returned to a strict separation between the two remedies.

Why does the boundary matter so much? Because the hidden-defects warranty gives the seller a more favourable procedural position in some respects and a harsher one in others. A seller who did not know of the defect may owe only restitution of the price rather than full damages, yet a professional seller is generally treated as knowing the defects of what it sells. The deadline structure also differs: hidden-defects claims run from discovery of the defect, whereas a conformity claim follows the ordinary rules of non-performance. Our dedicated guide on the warranty against hidden defects examines the trigger and the time limit in detail.

How the three regimes overlap and where they diverge

The three mechanisms are not mutually exclusive. In a consumer sale, all three can be theoretically available for the same set of facts: the consumer guarantee of conformity, the Civil Code duty of conforming delivery, and the hidden-defects warranty. The Consumer Code regime does not oust the general law — it sits on top of it. This layering is deliberate, and it lets a buyer choose the route that best fits the facts and the deadline situation.

They diverge on three axes that decide the outcome of most disputes. First, the trigger: conforming delivery turns on a mismatch with the contract; the hidden-defects warranty turns on a latent flaw affecting use; the guarantee of conformity France gives consumers combines both ideas within a single statutory action. Second, the burden of proof: the consumer regime presumes the defect existed at delivery, while the Civil Code regimes generally require the buyer to prove it. Third, the deadline: each action has its own limitation period and its own starting point, which is often the practical battleground.

A worked example shows the fault line. Where a contract states that a plot has been decontaminated but pollution is later found, the buyer's claim against that seller lies in conforming delivery, because the contractual specification was not met. But where a later contract in the chain says nothing about decontamination, the same pollution is analysed as a hidden defect against that seller, because no specification was breached. Identical facts, different regimes, driven entirely by what the contract actually promised. The Cour de cassation has repeatedly drawn this distinction.

Which regime applies: B2B versus consumer sales

The single most important sorting question is the status of the buyer. In a business-to-business sale, the consumer guarantee of conformity is unavailable, and the buyer must rely on the Civil Code: conforming delivery under Article 1604 and the hidden-defects warranty under Article 1641. Between professionals there is also far greater freedom to allocate risk by contract, so warranty limitation and exclusion clauses come into play — subject to important limits that we cover elsewhere.

In a consumer sale, the buyer gains the Consumer Code guarantee of conformity on top of the general law, with its reversed burden of proof and consumer-friendly remedies. Attempts to exclude or dilute the statutory guarantee against a consumer are treated as unwritten. For a professional buyer, protection narrows: warranty exclusions are broadly effective, though the exclusion of the hidden-defects warranty is valid only between professionals of the same speciality and never protects a seller who knew of the defect.

For a cross-border seller, the classification also drives which body of law and which court will hear a dispute — a separate question from which warranty applies. A sale routed through a distributor is B2B even if the goods ultimately reach consumers, whereas a direct online sale to a French household is a consumer sale. Getting this wrong at the contract-drafting stage tends to surface only when a claim lands, by which point the terms of your general conditions are fixed. Map your buyer base before you finalise your general terms and conditions.

The remedies available under each regime

For conforming delivery, the buyer draws on the ordinary law of non-performance. The first remedy is enforced performance in kind: a court can order delivery of the correct or complete goods, if necessary under a penalty payment. Where performance in kind is no longer possible, the buyer claims damages instead. The buyer may also seek termination of the sale where the non-performance is sufficiently serious — either unilaterally by notice, at its own risk, or through the courts.

Two further remedies soften the all-or-nothing choice. Since the 2016 reform of contract law, a buyer faced with imperfect performance — an incomplete or late delivery — may seek a proportionate price reduction reflecting the shortfall. In commercial sales specifically, the judge also holds a power of price adjustment (réfaction) where the seller's breach is not serious enough to justify termination, allowing the court to trim the price rather than unwind the deal. A simple delay in delivering non-perishable goods will usually not clear the seriousness threshold for termination.

The consumer guarantee of conformity channels the buyer first towards repair or replacement, with price reduction or refund as secondary routes, and does so with the presumption of non-conformity working in the buyer's favour. The hidden-defects warranty offers its own pair of actions: the action rédhibitoire to rescind the sale and recover the price, or the action estimatoire to keep the goods and obtain a price reduction, with damages available against a seller treated as knowing the defect. Each regime, in short, carries a different remedial toolkit.

Choosing which claim to bring

Because more than one regime can be available, the choice of action is a strategic decision, not a formality. The analysis starts with characterisation: is your grievance a mismatch with the contract (conformity) or a latent flaw affecting use (hidden defects)? For a consumer, the further question is whether the reversed burden of proof and the statutory guarantee under Article L217-3 make the Consumer Code route the safer bet. The deadline that applies to each action is often the deciding factor.

The steps below give a working method for placing a defective delivery in the right regime and choosing the strongest claim. It is a framework, not a substitute for advice: the boundary between conformity and hidden defects is famously narrow, and the same physical fault can be characterised differently depending on what the contract said and who the buyer is.

The three conformity regimes compared

The table below summarises the practical differences between conforming delivery, the consumer guarantee of conformity and the warranty against hidden defects. Use it as a first filter; the precise deadlines and their starting points deserve individual analysis, and the boundary cases turn on the exact wording of your contract.

Frequently asked questions about the guarantee of conformity in France

What is conforming delivery?

Conforming delivery is the seller's duty under Article 1604 of the Civil Code to place at the buyer's disposal a thing that matches the contract in identity, quantity, quality and accessories. If the goods delivered differ from the goods described, the delivery is non-conforming, even if they still work.

How is the guarantee of conformity different from a hidden defect?

The guarantee of conformity looks at whether the goods match the contract, while the hidden-defects warranty looks at whether a latent, pre-existing flaw makes goods that do match unfit for use. A mismatch with the contract is conformity; a concealed flaw affecting use is a hidden defect. The distinction decides which action, remedies and deadline apply.

Which guarantee applies to a business buyer?

A business buyer cannot use the Consumer Code guarantee of conformity, which is reserved to consumers. In a B2B sale the buyer relies on the Civil Code: conforming delivery under Article 1604 and the hidden-defects warranty under Article 1641, subject to any valid limitation or exclusion clauses.

What is the consumer guarantee of conformity under Article L217-3?

It is a statutory regime in the Consumer Code, applying only where a professional sells to a consumer, requiring goods to conform to the contract and be fit for ordinary use. Its key feature is a presumption that a defect appearing within a set period existed at delivery, which reverses the burden of proof in the consumer's favour.

What remedies are available for non-conformity?

For conforming delivery, the buyer can seek enforced performance, termination for a serious breach, a proportionate price reduction, or damages, and in commercial sales the judge may adjust the price. The consumer guarantee leads first to repair or replacement, then reduction or refund. Each regime carries its own remedial toolkit.

Can I claim under several regimes at once?

In a consumer sale the three regimes can overlap, because the Consumer Code guarantee sits on top of the general law rather than replacing it. The buyer chooses the action that best fits the facts, the evidence and the deadline. In a B2B sale, only the Civil Code regimes are available.

Does accepting the goods waive my conformity claim?

Accepting goods without reservation can bar a claim for apparent non-conformity, because the buyer is taken to have approved what was visible on inspection. It does not, however, extinguish rights over hidden defects that could not be seen. Recording reservations in writing on receipt preserves your position.

Key takeaways on the guarantee of conformity in France

How our French lawyers help with the guarantee of conformity

Petroff Avocats advises both sellers and buyers on conformity disputes under French law. For sellers, we structure specifications, delivery terms and warranty clauses to manage exposure and, where the law allows, limit liability in B2B sales. For buyers, we characterise a defective delivery correctly, identify the strongest of the available regimes, secure evidence through reservations and notice, and pursue repair, replacement, price reduction, termination or damages within the applicable deadlines. Whether you sell into France or buy from a French supplier, we help you place the dispute in the right regime before a mistaken characterisation costs you the claim.

This article is for general information only. It does not constitute legal advice and cannot replace tailored analysis of your contract and circumstances. The characterisation of a conformity dispute and the applicable deadlines depend on the specific facts. Contact our French lawyers for advice on your situation.