General Terms and Conditions of Sale in France (CGV, Article L 441-1)

What are CGV, and why do they matter?

The regime of general terms and conditions of sale is set out in Article L 441-1 of the Commercial Code (Code de commerce), one of the most specialised and heavily regulated parts of French commercial law. A supplier's CGV are the document in which it states, in advance, the terms on which it sells: the products or services, the price schedule, the price reductions, and the conditions of payment. They are not merely the supplier's preferred contract; French law gives them a structural role in the way business is negotiated.

That role is captured in a phrase that governs the whole field: the CGV are the sole basis of the commercial negotiation. It follows that a party which sweeps the supplier's CGV aside before any negotiation has begun risks falling foul of the prohibition on subjecting a partner to a significant imbalance (Article L 442-1), as may a final deal that departs markedly from the CGV; and the CGV should prevail over any purchasing conditions of the distributor that the supplier has not accepted. For a foreign supplier entering the French market, the CGV are therefore the single most important commercial document to get right — they are where the relationship starts, and the yardstick against which its fairness is later measured.

The obligation to communicate — and the supplier/buyer asymmetry

Article L 441-1, II imposes a communication duty: any person carrying on an activity of production, distribution or services who has established CGV is required to communicate them to any professional buyer who requests them for its own activity, by any durable medium. The obligation is asymmetrical, and deliberately so. The supplier, offering to sell, must make its offer knowable to any potential requester; the distributor, buying, is under no equivalent duty to disclose its purchasing conditions in advance. The transparency the law demands runs from the seller to the market, not the other way.

Two points refine the duty. First, establishing CGV is not, in terms, compulsory: the text binds the person "who establishes" CGV to communicate them, which implies that drawing them up is not itself an obligation — though in most sectors it is strongly encouraged, and a supplier cannot hide behind the absence of formal CGV to refuse communication where it does in fact have terms. Second, the law fixes no general deadline for communication, but a significant delay may be treated as a refusal; particular sectors, notably food and pet food, are subject to earlier, dated deadlines. A foreign supplier that trades in France without CGV, or that treats a request for them casually, is exposed on both fronts.

The regime also recognises that not all buyers are the same. Wholesalers — persons who, for professional purposes, buy products from one or more suppliers and resell them principally to other merchants or professional users — have their own dedicated CGV rules (Article L 441-1-2), and purchasing or referencing centrals may fall within that category. A supplier selling to wholesalers, to retailers and to end professional users may therefore need CGV adapted to each, since the content the law requires, and some of the special regimes, differ by the type of buyer addressed. Identifying which regime governs a given customer relationship is the first step in drafting compliant CGV.

The communication duty has limits and teeth. A supplier need not communicate its CGV to a competitor that requests them, unless the competitor shows that its request is genuinely aimed at placing orders; nor need it communicate them to resellers outside its network, who cannot claim to become buyers of the contract products. But where the duty applies, breach is punished: a failure to communicate the CGV on a durable medium to a professional buyer who requests them exposes the supplier to an administrative fine of up to €15,000 for an individual and €75,000 for a company (Article L 441-1, IV). The obligation is therefore not a courtesy but a sanctioned rule, and a foreign supplier selling in France should treat any proper request for its CGV as one it must answer.

Categorised CGV and particular conditions of sale

A supplier need not offer the same terms to every kind of buyer. CGV may be differentiated by category of buyer of products or services (CGV catégorielles): where they are, the duty to communicate them extends only to the conditions applicable to the category to which the requester belongs (Article L 441-1, II). A supplier — including one with wholesaler status — may therefore define, in advance, several distinct "bases of negotiation" according to the type of partner: wholesalers or B2B traders, food superstores, DIY superstores, other specialist superstores, hard or soft discount, cash-and-carry, distance sellers, and so on.

The freedom is real but disciplined. The supplier is responsible for defining the categories, but they must rest on objective criteria that capture all operators meeting them, and a supplier may refuse to communicate the CGV applicable to a category only if it establishes, on those objective criteria, that the requester does not belong to it (Cour de cassation, chambre commerciale, 29 March 2017, no. 15-27.811). Where a buyer could fit more than one category, the court determines the category to which it is most closely related (Cour de cassation, chambre commerciale, 28 September 2022, no. 19-19.768); and while the seller remains free not to sell — short of an abuse of right — once it enters into negotiation it must do so on the basis of those conditions of sale.

From the CGV, the parties then move to the deal through particular conditions of sale (conditions particulières de vente), which Article L 441-1 expressly permits and which are the instrument for passing from the published terms to the conditions actually negotiated. The architecture is thus a staircase: general or categorised CGV form the floor; particular conditions carry the negotiation up from it; and, as we shall see, the result is recorded in a single written agreement.

What CGV must contain

Article L 441-1 provides that CGV comprise, in particular, the conditions of payment and the elements of price determination, such as the schedule of unit prices and any price reductions. In practice several elements belong in them.

Two clarifications matter. The distinction between a remise and a ristourne is practical, not cosmetic: the buyer pays, on each supply, the unit price multiplied by the quantity less the remises, and later recovers, at the end of the agreed period, the ristournes to which it is entitled. And although Article L 441-1 curiously does not mention "conditions of the provision of services" as such, that silence reflects the law's assimilation of services to products rather than an omission: a supplier that offers services to all its buyers, like a buyer that offers services to all its suppliers, must communicate general terms for those services, stating the service's essential characteristics and its execution and payment modalities.

Payment terms: the caps, the penalties, the traps

The conditions of payment are where the mandatory law bites hardest, because reducing excessive payment periods between suppliers and large distributors is a settled objective of French and European authorities. The rules, gathered since the 2019 reform into a dedicated section (Articles L 441-10 and following), fix ceilings that a foreign company must build into its CGV.

The default period is thirty days after receipt of the goods or performance of the service. The parties may extend it, but not beyond sixty days after the date the invoice is issued, or forty-five days end of month after that date where this is expressly stipulated and does not constitute a manifest abuse against the creditor; periodic invoices have their own forty-five-day rule. The date the invoice is issued is the date of the delivery or the performance of the service, and various safeguards prevent the period being artificially lengthened: clauses or practices that abusively delay the starting point of the payment period are prohibited, and an acceptance or verification procedure cannot shift that starting point save by an express, non-abusive stipulation. Failure to respect the mandatory payment periods is punished by an administrative fine, and companies whose accounts are audited must publish information on the payment periods of their suppliers and clients. In sectors where payment periods raise particular difficulties, a supplier or distributor may even seek an administrative ruling (rescrit) confirming that the periods it plans to apply are lawful.

Alongside these general caps, the law layers further rules. Suppliers and distributors in a sector may jointly agree to reduce the maximum legal period, or to take the date of receipt of the goods as its starting point, through agreements between their professional organisations that a decree can extend to all operators in the sector. For the sale of certain products or certain services, the payment periods are subject to their own mandatory limits, and products destined for the French overseas territories have a particular method of computation. These sector- and product-specific rules sit on top of the general ceiling, so a foreign supplier must check not only the general cap but whether its products fall within a stricter special regime.

The conditions of payment must also, mandatorily, state the late-payment penalties and a fixed indemnity for recovery costs. Late-payment penalties are exigible the day after the payment date shown on the invoice, and — importantly — without any reminder being necessary, so there is no need to stipulate or even provide for a formal demand. Unless the CGV provide otherwise (and they may not set a rate below three times the legal interest rate), the penalty rate is the rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points. A separate fixed indemnity for recovery costs, set at €40 by Article D 441-5 of the Commercial Code, is due to the creditor as soon as payment is late. A drafting point of practice follows: the CGV must state that €40 figure itself, and it is not compliant to express the indemnity by mere reference to the Code so as to avoid amending the clause should the amount later change.

The special agri-food regime

Food and pet-food products carry an additional, and notably complex, layer designed to protect the upstream farmer and to reveal the part of the price that reflects agricultural raw materials (matières premières agricoles, or MPA). A supplier of such products must, choosing one of three transparency options, either present in its CGV the share of each agricultural raw material — and of each processed product composed of more than half MPA — as a percentage of volume and of the supplier's tariff; or use an independent third party to attest that share, or to certify that the negotiation did not bear on the part of any tariff increase resulting from the price of MPA. The CGV must also indicate whether an upstream sale contract for the MPA has already been concluded with the producer under the Rural Code, and must refer, where they exist, to price indicators for products containing agricultural products (Article L 443-4), explaining how those indicators are taken into account in determining the price.

The aim of this machinery — sanctioned by administrative fine and inapplicable to wholesalers and to certain listed products — is to carve out the part of the price that corresponds to agricultural raw materials, on which the downstream negotiation may not bear, so as to secure the producer a decent income. A foreign supplier of food or pet food to the French market cannot draft its CGV without engaging this regime; it is one of the clearest instances of French distribution law reaching back up the chain to protect a party the supplier never deals with.

The distributor is a reseller: cooperation and the limits of the "conditions of sale"

A distributor is not a simple buyer. It is a reseller whose sign, economic weight, activity, location and premises may call for particular treatment, and this has long complicated the content of the conditions of sale. The courts have accepted that requiring a buyer to resell a quota of the supplier's products, to keep an assortment on display, or to promote them "does not go beyond the obligations ordinarily contracted between suppliers and distributors"; and the administration has observed that a supplier often takes on distribution functions — labelling, shelf placement — while, in return, the marketing of the products is set within an environment of services rendered by the distributor, such as participation in promotion and market studies. For decades, such logistical, commercial and promotional services were factored into price reductions, and industry representatives even drew up frameworks defining the components of the sale price, distinguishing quantity, promotional, assortment and loyalty reductions with considerable subtlety.

Modern law has, however, narrowed the concept. Jurisprudence and the legislature now take a strict view of the "conditions of sale", understanding them as the conditions of supplying the products to the distributor, to the exclusion of any condition relating to the distributor's resale — and separating out the services that merely favour the marketing of the products, which do not belong to the obligations of purchase and sale. The practical consequence for a foreign supplier is that its CGV should govern the supply leg, while genuine commercial-cooperation services provided by the distributor are documented separately in the written commercial agreement rather than smuggled into the conditions of sale. Confusing the two is a frequent drafting error and a source of dispute.

CGV as the negotiation floor — and the imbalance risk

The reason to invest in strong CGV is that they do more than record terms: they set the floor of the negotiation and the benchmark of its fairness. Because the CGV are the sole basis of the commercial negotiation, a distributor that refuses even to negotiate on them, or that imposes a final deal far removed from them, engages the law on significant imbalance and abusive practices; and CGV that the supplier has properly communicated take precedence over any purchasing conditions the distributor has not accepted. A supplier with clear, complete CGV therefore enters every negotiation with the law's presumption in its favour, while a supplier without them negotiates from nothing.

This is also why the strict reading of "conditions of sale" matters. Because those conditions are the terms of supplying the goods to the distributor — and not the terms of the distributor's resale — a supplier cannot use its CGV to dictate the distributor's resale prices or resale conduct, which belong to a different, and more dangerous, area of the law. The CGV govern the supplier-to-distributor leg; what the distributor then does on resale is constrained by the separate rules on resale-price maintenance and on the abrupt termination of established relationships. Keeping the two apart is part of drafting CGV that hold.

The CGV also connect to the written commercial agreement that formalises the parties' relationship. Where a recapitulative agreement is concluded between the supplier and the distributor under the dedicated provisions of the Commercial Code, the supplier is bound to communicate its CGV spontaneously — which presupposes that it has established them in the first place. For a foreign supplier, the message is that CGV are not an isolated document but the foundation on which the annual written agreement is built: they set the terms the agreement then records and, where relevant, adjusts, and their absence leaves the whole edifice without a base.

The single written agreement (convention unique)

Where the relationship is more than a series of one-off orders on the CGV, the result of the commercial negotiation must be formalised in a written agreement — the convention unique, or recapitulative agreement — which allows the administration to review the negotiation after the event and to detect abuses. Its regimes apply in successive layers: a general regime (Article L 441-3) applying whatever the products; a stricter regime for fast-moving consumer goods (Article L 441-4), whose obligations add to the general ones; and a further regime for certain food products (Article L 443-8). Wholesalers are governed by a differentiated set of rules (Article L 441-3-1), reflecting that they are at once buyers and sellers. Where the relationship is confined to occasional contracts on the CGV or categorised conditions, no convention unique is required — the CGV then are the agreement.

The content and timing are prescribed. The agreement must set out the reciprocal obligations to which the parties committed at the end of the negotiation, in order to help determine the agreed price, and it must do so "in compliance with Articles L 442-1 to L 442-3" — a reminder that its terms must not amount to an abusive practice such as obtaining an advantage without consideration or subjecting a party to a significant imbalance. It must fix, in particular: the conditions of the sale, including price reductions and any derogating conditions; the commercial-cooperation services; the other obligations meant to favour the relationship; and the object, date, terms, remuneration and products of any service or obligation under an agreement with a legal entity located outside France to which the distributor is linked. Since the 2023 reform, logistical obligations are the subject of a separate written agreement. The convention unique is concluded for a term of one, two or three years — no longer — and must be concluded at the latest by 1 March of the year in which it takes effect, or within two months of the start of the commercialisation period for products on a particular cycle.

The CGV feed this timetable. Where a general-regime agreement is to be concluded, the supplier must communicate its CGV spontaneously within a reasonable time before 1 March; for a fast-moving-consumer-goods agreement, at the latest three months before 1 March — that is, before 1 December of the preceding year — after which the distributor must, within a reasonable time, state in writing, explicitly and in detail, its acceptance or reasoned refusal of the CGV, or the provisions it wishes to negotiate. That written-response requirement reinforces the primacy of the CGV as the sole basis of the negotiation.

International reach: why French CGV rules apply to foreign suppliers

These rules are not confined to French companies. Since the 2023 reform, the provisions of the Commercial Code on CGV, on the negotiation and formalisation of the commercial relationship, on abusive practices and on agricultural and food products apply to any agreement between a supplier and a buyer concerning products or services marketed on French territory, and they are of public order (Article L 444-1 A). The place that matters is the French market, not the nationality or seat of the parties.

Two consequences follow for a foreign company. First, some of these rules are overriding mandatory rules (lois de police): the Cour de cassation has held that the prohibition on subjecting a partner to a significant imbalance (Article L 442-1, I, 2°) and the nullity of clauses granting automatic most-favoured treatment (Article L 442-3, b) are lois de police, applicable — under Article 9 of the Rome I Regulation and Article 16 of the Rome II Regulation — even where the parties chose a foreign governing law. Second, the requirement of a convention unique has likewise been treated as an overriding mandatory rule that binds the parties even if they did not choose French law, provided there is a sufficient connection with France — which is made out, in the assessment of the competition-practices commission, where the place of performance of the commercial relationship is in France. That covers a French supplier and a foreign distributor for the French market, a foreign supplier and a French distributor for the French market, and even two foreign parties contracting for distribution on the French market.

The practical message is the one that runs through French distribution law: a foreign supplier cannot escape these obligations by choosing its own law. If its products or services are marketed in France, its CGV, its written agreement and the abusive-practice prohibitions are engaged, and a governing-law clause pointing elsewhere will not, on the points that are lois de police, displace them.

Frequently asked questions about CGV in France

Are general terms and conditions of sale mandatory in France?

Drawing up CGV is not, in terms, compulsory, but a supplier that has established them must communicate them to any professional buyer who requests them (Article L 441-1). In practice CGV are strongly encouraged, because they are the sole basis of the commercial negotiation and take precedence over a distributor's unaccepted purchasing conditions.

What must CGV contain?

In particular the conditions of payment and the elements of price determination — the schedule of unit prices and any price reductions — together with the conditions of sale (the terms of supplying the goods), and, for services, their essential characteristics and payment terms (Article L 441-1).

What are the payment-period limits in France?

Thirty days by default after receipt of the goods or performance; by agreement, up to sixty days after the invoice is issued, or forty-five days end of month if expressly stipulated and not abusive. Exceeding the caps is an administrative offence, and hidden delays are prohibited (Articles L 441-10 and following).

What is the difference between a remise and a ristourne?

A remise is a reduction on the purchase price, typically for quantity, applied immediately to each supply; a ristourne is calculated on a set of operations over a period and repaid at the end of that period. Both belong in the CGV's schedule of price reductions.

Must CGV state late-payment penalties?

Yes. The conditions of payment must state the late-payment penalties and a fixed recovery-cost indemnity. Penalties run the day after the invoice's payment date without any reminder; unless otherwise agreed (and not below three times the legal rate), the rate is the ECB refinancing rate plus ten points.

Do food products have special CGV rules?

Yes. For food and pet food, CGV must reveal, under one of three options, the share of agricultural raw materials in the price, indicate whether an upstream contract with the producer exists, and refer to relevant price indicators (Articles L 441-1-1, L 443-4) — a regime aimed at protecting the farmer's income and enforced by administrative fine.

What is a "convention unique" and when is it required?

The convention unique is the written agreement that formalises the result of the commercial negotiation between a supplier and a distributor. It is required for an ongoing relationship (not mere one-off orders on the CGV), must set the reciprocal obligations and respect Articles L 442-1 to L 442-3, runs for one, two or three years, and must be concluded by 1 March (Articles L 441-3, L 441-4).

Do French CGV rules apply to a foreign supplier?

Yes. They apply to any agreement between a supplier and a buyer for products or services marketed in France and are of public order (Article L 444-1 A). Key prohibitions — significant imbalance (Article L 442-1) and automatic most-favoured-treatment clauses (Article L 442-3) — are overriding mandatory rules that apply even under a foreign governing law.

What is the penalty for not communicating CGV?

An administrative fine of up to €15,000 for an individual and €75,000 for a company (Article L 441-1, IV). A supplier may, however, refuse a competitor's request unless it shows an intent to order, and may refuse out-of-network resellers.

Key takeaways

How our French lawyers help with CGV

This article is for general information only. It does not constitute legal advice. The drafting and communication of CGV, and the payment and agri-food rules, are detailed and sector-specific. Contact our French lawyers for qualified advice before issuing or negotiating CGV in France.