Inspection and Acceptance of Goods in France

The buyer's duty to take delivery and inspect the goods

A sale of goods in France imposes obligations on both sides. The seller must deliver, and the buyer must pay the price and take delivery of the goods. Taking delivery, known in French practice as retirement, means coming to collect the thing the seller has placed at your disposal. Because a sale of goods is in principle quérable and not portable, the default position is that the goods are made available at the seller's place and the buyer must go and fetch them, unless the contract, the trade usage or an Incoterm provides otherwise.

The seller's core obligation is the obligation de délivrance under Article 1604 of the Civil Code: placing a conforming thing at the buyer's disposal, together with its accessories and everything intended for its ongoing use. The moment of collection or receipt is the buyer's natural opportunity to check that what has been delivered matches what was bought. That is why the practical management of acceptance of goods in France begins with a disciplined inspection at handover, not weeks later once the goods are in stock or in production.

A careful buyer verifies four things on receipt: the identity of the goods (the right model, reference or specification), the quantity against the contract and the delivery note, the visible quality and condition, and the presence of the promised accessories, documents and packaging. Where goods travel by carrier, inspection should take place at the point and moment the contract fixes for delivery, because that is often where risk passes and where any complaint against the carrier must be raised within tight transport deadlines.

Acceptance (réception) and its legal effect

Acceptance, or réception, is the buyer's act of receiving the goods and treating the seller's delivery obligation as performed. It can be express, for example by signing a delivery note or acceptance record without comment, or tacit, for example by taking the goods into stock, using them, reselling them or paying the invoice without protest. Whatever its form, acceptance is legally significant: it marks the point at which the buyer is taken to have checked the delivery and found it satisfactory as to everything a reasonable inspection would reveal.

The central rule is that acceptance without reservation covers apparent defects. Article 1642 of the Civil Code confines the seller's warranty to hidden defects, meaning those the buyer could not have detected. A defect that a buyer could see, or could have found by the ordinary checks expected of someone in that trade, is an apparent defect. By accepting the goods without noting it, the buyer is deemed to have agreed to take the thing in that state. This is the price of a clean, unqualified acceptance of goods in France: it consolidates the delivery and closes off complaints about what was visible.

Acceptance should not be confused with two neighbouring events. It is distinct from the transfer of ownership, which under French law generally occurs when the parties agree on the thing and the price, often before any delivery. It is also distinct from the transfer of risk: once the agreed time for collection arrives, the goods pass to the buyer's risk even if the buyer has not physically retired them. Acceptance is the buyer's verification step, sitting alongside — not replacing — these ownership and risk rules, which you can explore further in our note on the buyer's remedies for non-conforming goods.

Making reservations to preserve your claim

The remedy for the trap of a clean acceptance is to make reservations. A reservation is a contemporaneous, written note recording that the goods are, or may be, defective, incomplete, damaged or non-conforming. Made on the delivery note, the carrier's document or a separate acceptance record at the moment of receipt, it prevents the buyer from being treated as having accepted the goods in their apparent state, and keeps the conformity and apparent-defect claim alive.

Reservations must be precise and meaningful. A vague formula such as subject to unpacking or subject to verification, scrawled on a carrier's slip, is routinely treated as worthless because it identifies nothing. Effective reservations describe the problem — the shortfall in quantity, the wrong reference, the visible damage, the missing accessories — and, where the goods have travelled, are confirmed to the carrier in the form and within the deadline that transport law requires. A reservation noted at handover should also be followed up promptly in writing to the seller, ideally with photographs and the delivery documents attached.

Approval in sales by sample, by tasting and on trial

Some sales build the inspection into the very formation of the contract through an approval mechanism the French call agréation or agréage. For goods that it is customary to taste before buying — wine, oil and similar produce — the sale is not complete until the buyer has tasted and approved the goods. This tasting requirement is a default rule: it applies even if the parties did not spell it out, and mere silence does not amount to a waiver, although the buyer, in whose favour it is stipulated, may choose to give it up.

In a sale by sample, the parties agree that the delivered goods must correspond to an agreed specimen. Here the decisive approval is the buyer's acceptance of the sample when the contract is made; it is that reference standard, rather than a fresh inspection at the moment of receipt, that fixes what conformity means. If the delivery later diverges from the sample, the buyer has a conformity claim — but the buyer still needs to inspect on receipt and raise reservations, because acceptance without reservation can waive apparent divergences just as in any other sale.

A related device is the sale on trial, where the buyer is entitled to test the goods before being bound. Such a sale is treated as concluded subject to a condition: if the buyer, having agreed only to reject after a trial, does not carry out the trial or does not object within the agreed period, the sale becomes firm and the buyer bears the risk of the goods. These approval regimes reward planning — deciding in advance what the buyer may check, against what standard, and by when — which is a recurring theme in structuring acceptance of goods in France.

Consequences of accepting without reservation

Accepting goods without reservation has one clear cost and one important limit. The cost is that the buyer loses the ability to complain about apparent defects and about visible non-conformity of the delivery. Having taken the goods and treated the delivery as good, the buyer cannot afterwards argue that what was plainly there to be seen — the wrong colour, a visible shortfall, obvious surface damage — should now be remedied. A buyer who has received the goods and used them cannot, as a rule, refuse to pay the price on that basis; the most that remains is a claim in damages if some separate breach can be shown.

The important limit is that acceptance without reservation does not destroy the buyer's rights over hidden defects. Article 1642 of the Civil Code preserves the warranty precisely for defects the buyer could not have detected on a reasonable inspection, so a latent fault discovered later remains actionable under the hidden-defects regime (the warranty against hidden defects). Acceptance also leaves untouched the warranty against eviction and, where the buyer is a consumer, the separate consumer guarantee of conformity. The practical question after any delivery is therefore not whether a defect exists, but which regime governs it.

This split explains why the label a buyer puts on a problem is decisive. A difference between the thing ordered and the thing delivered is a matter of conforming delivery, to be caught on inspection. A difference between the expected use and the actual use, caused by a concealed fault, belongs to the hidden-defects warranty and survives acceptance. Because the line between the two is often narrow, foreign buyers are well advised to preserve both avenues by inspecting rigorously and reserving broadly.

What the seller can do if the buyer refuses to take delivery

Acceptance is a right, but taking delivery is also a duty, and the seller has powerful remedies if the buyer simply fails to collect. Under Article 1657 of the Civil Code, in a sale of movable goods, the seller may treat the sale as terminated automatically — résolution de plein droit — if the goods are not retired after the expiry of the agreed term, and, unusually, without any need to serve the buyer with a formal notice to perform (mise en demeure). This is a deliberately robust rule that protects sellers of goods from being left indefinitely holding stock a buyer has abandoned.

The rule comes with conditions. The seller must first have made a proper delivery of conforming goods; a buyer faced with goods affected by a hidden defect may legitimately refuse to take them, and the automatic termination will not bite. There must also be an agreed term for collection, whether fixed expressly or by trade usage; where no term and no usage exist, failure to collect cannot be sanctioned by termination, even after a notice to collect by a given date. Once the term for collection has arrived, the goods pass to the buyer's risk and the seller is no longer obliged to keep them at the buyer's disposal.

Automatic termination is not the seller's only option. Instead of treating the sale as ended, the seller may insist on performance and sue for the price, or claim damages for the loss caused by the buyer's failure to collect — typically measured at the date the collection term expired, by reference to the difference between the contract price and the market price. A seller who resells the abandoned goods at a profit that exceeds its costs and interest losses will not, however, be able to claim damages on top. These are the mirror image of the buyer's options set out in the buyer's remedies for non-conforming goods.

Documenting inspection and acceptance

Because the effect of acceptance turns on what a buyer could see and whether reservations were made, the surrounding paperwork is often decisive in any later dispute. The burden of proving conformity, timing and reservations frequently falls on the party asserting them, so both sides gain from a clear record. Signed delivery notes, dated acceptance records, packing lists, weight and count certificates, photographs at handover, and any written reservations sent to the seller and carrier together build the evidence that will settle a claim years later.

The contract and the seller's general terms and conditions should regulate the process in advance. A well-drafted clause can define an inspection window — the period within which the buyer must examine the goods and notify defects — set out the form reservations must take, and specify the consequences of silence. Sellers use such clauses to convert an open-ended exposure into a defined one; buyers negotiating them should ensure the window is realistic for goods that must be unpacked, tested or integrated before defects become visible, and should preserve their hidden-defect rights, which cannot be signed away as freely between a professional and a consumer.

A step-by-step process for safe acceptance of goods

The following sequence turns the legal rules into a practical routine that protects a buyer's position while allowing goods to keep moving. It is designed to preserve every avenue of complaint without holding up ordinary trade, and it applies whether you buy domestically or import into France.

Frequently asked questions about acceptance of goods in France

Must a buyer inspect the goods?

Inspection is not a stand-alone statutory duty, but it is a practical necessity. Acceptance without reservation covers apparent defects, so a buyer who fails to inspect and simply signs off risks losing any complaint about what an inspection would have revealed. Treat inspection on receipt as the moment your rights are either preserved or lost.

What does acceptance change legally?

Acceptance (réception) treats the seller's delivery obligation as performed and, when made without reservation, covers apparent defects under Article 1642 of the Civil Code. It does not transfer ownership, which usually passes earlier on agreement, and it does not by itself waive your rights over hidden defects.

How do I preserve my claims on receipt?

Make precise, written reservations at the moment of delivery, on the delivery note or carrier document, describing exactly what is wrong. Vague formulas such as subject to verification are usually treated as ineffective. Confirm the reservations to the seller and carrier the same day, with photographs and the delivery paperwork.

Can I still claim hidden defects after accepting?

Yes. Article 1642 of the Civil Code limits the seller's warranty to defects the buyer could not detect, so accepting the goods without reservation does not destroy your rights over genuinely latent faults. A hidden defect discovered later remains actionable under the hidden-defects warranty, with time running from its discovery.

What if the buyer will not take delivery?

For movable goods, Article 1657 of the Civil Code lets the seller treat the sale as automatically terminated if the buyer fails to collect after the agreed term, without even serving a formal notice. The seller must have delivered conforming goods and a collection term must exist. Alternatively, the seller may sue for the price or claim damages.

Does acceptance transfer the risk of loss?

Acceptance and risk are separate questions. Under French law the goods generally pass to the buyer's risk once the agreed time for collection arrives, even if the buyer has not physically retired them, and independently of whether a formal acceptance has taken place. Incoterms commonly reallocate the point at which risk passes in cross-border sales.

Is a sale by sample binding if the delivery differs from the sample?

In a sale by sample the agreed specimen sets the standard of conformity, and a delivery that diverges from it gives rise to a conformity claim. But the buyer must still inspect on receipt and make reservations, because accepting the goods without reservation can waive apparent divergences just as in any other sale.

Key takeaways on inspection and acceptance of goods in France

How our French lawyers help with inspection and acceptance of goods

Petroff Avocats advises both buyers and sellers on the acceptance of goods in France. For buyers, we design inspection and reservation protocols, review delivery and Incoterm terms, and act quickly to preserve conformity and hidden-defect claims before deadlines run. For sellers, we draft general terms and conditions with enforceable inspection windows and acceptance clauses, and we deploy the remedies of Article 1657 and the wider law of delivery when a buyer refuses to collect or wrongly rejects conforming goods. Whether you are shipping into France or buying from a French supplier, we make sure the moment of delivery works for you rather than against you.

This article is for general information only. It does not constitute legal advice and does not create a lawyer-client relationship. French sale-of-goods rules depend closely on the terms of each contract, the status of the parties and the facts of delivery. Contact our French lawyers for advice on your situation.