Non-Conforming Goods in France: The Buyer's Remedies

Identifying non-conforming goods under French law

Under French law the seller's central obligation is to deliver — to place at the buyer's disposal a thing that corresponds in every respect to the contract. A delivery is non-conforming when the thing handed over differs from the thing sold. Non-conforming goods in France therefore means a mismatch between what was agreed and what arrived: the wrong model, the wrong quantity, the wrong quality, or missing accessories. The test is comparison with the contract, assessed both objectively (type, brand, technical characteristics) and subjectively (the particular stipulations the parties wrote in).

Conformity has a quantitative dimension and a qualitative dimension. Quantitatively, the seller must deliver the agreed measure — a shortfall in weight, count or volume is a non-conformity. Qualitatively, the goods must match the specified characteristics; where the contract is silent, the goods must meet an ordinary commercial standard and be of merchantable quality. A car ordered in grey but delivered in black, a batch short of the contracted tonnage, or components that fail the agreed specification are all non-conforming goods.

It is essential to distinguish non-conformity of delivery from the warranty against hidden defects. Non-conformity concerns a gap between the thing delivered and the thing sold; the hidden-defects warranty concerns a gap between the expected use of the thing and its actual use. The distinction matters because it decides which regime — and which time limit — governs your claim. Non-conformity of delivery is a breach of a contractual obligation, judged by the ordinary law of non-performance, whereas the vices cachés regime is a separate risk-allocation mechanism with its own short deadline. See the seller's delivery and conformity obligations for the fuller map.

Withholding your own performance (exception d'inexécution)

The first and often most powerful reaction to non-conforming goods in France is defensive: refuse to perform your own side until the seller performs correctly. This is the exception d'inexécution codified at Article 1219 of the Civil Code, which allows a party to withhold performance of its obligation if the other party does not perform and that non-performance is sufficiently serious. For a buyer, that means withholding all or part of the price where the delivery is materially non-conforming.

The mechanism is self-help — you do not need a judge to invoke it — but it is governed by proportionality. The seriousness of the non-performance must justify the seriousness of your refusal to pay. Withholding the entire price against a minor, easily-remedied shortcoming exposes you to the counter-argument that you are yourself in breach. Where the defect is partial, a partial retention is the safer posture. French law also recognises an anticipatory version of the exception, allowing a party to suspend performance where it is manifest that the other will not perform and the consequences would be serious.

The exception d'inexécution is a temporary measure, not a way to end the contract. It buys time and creates leverage: the goods stay unpaid, and the seller has an incentive to cure. But it must be exercised in good faith and communicated clearly, ideally in writing, so that the seller understands the retention is a response to non-conformity and not simple default. Keep the exact defect, its evidence and the sum withheld well documented, because if the dispute reaches court the burden will be on you to show the non-performance that justified holding back.

Demanding performance in kind: repair or replacement

Rather than unwind the sale, many buyers simply want what they ordered. Article 1221 of the Civil Code entitles the creditor of an obligation, after putting the debtor on notice, to demand performance in kind. For non-conforming goods in France this is the route to a conforming replacement, delivery of the missing quantity, or correction of the delivered items so that they match the contract. The seller's delivery obligation is capable of forced performance; it is not one of those personal obligations that can only resolve into damages.

Two statutory limits apply. Performance in kind is unavailable where it is impossible, and it may be refused where there is a manifest disproportion between its cost to the seller and its benefit to the buyer. In practice, replacing a defective standard product is ordinarily proportionate, whereas insisting on the reconstruction of something at ruinous cost for a marginal gain may fall foul of the disproportion test. A prior mise en demeure — a formal notice to perform — is a condition of the remedy and fixes the moment from which the seller is in default.

A commercial buyer facing a non-conforming or missing delivery may also, in appropriate cases, obtain authorisation to have the obligation performed by a third party at the seller's expense — the replacement purchase familiar in trade. This lets the buyer source conforming goods elsewhere and recover the cost, which is valuable where time is critical and the seller will not cure. Whichever form you choose, frame the demand precisely: identify the non-conformity, state the performance required and set a reasonable deadline. See terminating a sales contract for breach where cure is refused or impossible.

Reducing the price for partial non-conformity

Where the buyer has accepted an imperfect performance — an incomplete or partly non-conforming delivery — Article 1223 of the Civil Code allows a proportional reduction of the price. This remedy, introduced by the 2016 reform of contract law, is well suited to non-conforming goods in France because it lets the buyer keep the goods while paying only for their real value. The reduction must be proportionate to the shortfall: the price is scaled down to reflect the gap between what was promised and what was delivered.

The procedure depends on whether the price has been paid. A buyer who has not yet paid may, after notice, notify the seller of its decision to reduce the price and pay the reduced amount, provided the reduction is accepted or later validated. A buyer who has already paid must claim reimbursement of the difference. Either way, notice to the seller is the starting point, and the buyer should be ready to justify the proportion by reference to the value or cost of the missing conformity.

In commercial sales, French courts also enjoy a power of réfaction — a judicial adjustment of the price — where the seller's breach is not serious enough to justify termination but the buyer should not pay the full contract price for a sub-standard delivery. Price reduction is often the pragmatic outcome in B2B disputes over quantity shortfalls or quality deviations, allowing the commercial relationship to continue while the economic loss is corrected. It sits between doing nothing and tearing up the contract.

Terminating the sale for non-conforming goods

Where the non-conformity is serious, the buyer may end the contract altogether. Article 1224 of the Civil Code sets out the three routes to résolution: the operation of a resolutory clause, a unilateral notice of termination by the creditor, or a judicial decision. Each responds to a seller's failure to deliver conforming goods, but each carries different conditions and different risk for the buyer who invokes it.

A resolutory clause terminates the contract automatically once the defined breach occurs and the required notice has been given; its strength is certainty, provided the clause is drafted to capture the non-conformity in issue. Absent such a clause, the buyer may terminate by unilateral notice, but only where the non-performance is sufficiently serious — and the buyer does so at its own risk, because a court may afterwards review whether the gravity threshold was met. The third route, judicial termination, asks the court to pronounce the end of the contract; it is slower but leaves the assessment of seriousness to the judge.

Seriousness is the pivot. A minor or easily-cured non-conformity — a modest delay, a small deviation in non-perishable goods — will not support termination, and the buyer who purports to terminate on that basis risks being found in breach itself; damages will usually be the correct remedy instead. Where termination is valid, it unwinds the sale: the buyer returns the goods and the seller restores the price, with restitutions adjusting for what each side received. For an instantaneous sale the effect is retroactive.

Claiming damages for a non-conforming delivery

Damages are available on their own or alongside the other remedies. Article 1231-1 of the Civil Code makes the debtor liable to compensate the creditor for the harm caused by non-performance or defective performance, unless the debtor proves that performance was prevented by force majeure. A buyer receiving non-conforming goods in France may therefore recover the loss the non-conformity caused — over and above any repair, replacement, price reduction or termination obtained.

The measure follows ordinary contract principles: the buyer is compensated for the loss suffered and the gain of which it was deprived, so far as these were foreseeable at the time of contracting and flow directly from the breach. Recoverable heads can include the cost of a substitute purchase above the contract price, downtime, wasted expenditure, and losses passed down the buyer's own supply chain where these were foreseeable. Damages generally require a prior mise en demeure putting the seller in default.

Because non-conformity of delivery is a breach of a contractual obligation rather than a hidden-defects claim, the buyer's action is not caught by the short two-year deadline that governs vices cachés. It is subject instead to the ordinary five-year limitation period, running from the day the buyer knew or should have known the facts allowing it to sue — typically the date the non-conformity was or should have been discovered. This longer window is one practical reason buyers often prefer to frame a claim as non-conformity of delivery where the facts allow.

Reservations on receipt and putting the seller on notice

Remedies are only as good as the evidence behind them, and two procedural steps decide most disputes over non-conforming goods in France. The first is making reservations on receipt. Apparent non-conformities should be recorded at the moment of delivery — noted on the delivery slip, photographed, and confirmed in writing to the seller — because accepting goods without reservation weakens a later claim that the delivery did not match the contract. Careful inspection and documented reservations preserve the buyer's position.

The second step is the mise en demeure — the formal notice calling on the seller to perform. It is a practical precondition to forced performance, to damages and to a safe unilateral termination, and it fixes the point from which the seller is in default. A good notice identifies the contract and delivery, describes the non-conformity precisely, states the remedy demanded, and sets a reasonable deadline for cure. Sending it by a traceable, dated method gives you proof of when the seller was put on notice.

Keep in mind that accepting goods without reservation does not extinguish every right: a buyer who later discovers a hidden defect can still turn to the vices cachés warranty, which addresses a different problem. But for a straightforward mismatch between the thing delivered and the thing sold, silence at delivery is costly. The disciplined buyer inspects, reserves, notifies and only then chooses among the remedies — withholding, cure, price reduction, termination or damages. See terminating a sales contract for breach for the escalation path.

A step-by-step response to a non-conforming delivery

When non-conforming goods arrive, the order of your actions matters as much as the remedy you ultimately choose. The following sequence keeps every option open while building the record you will need if the matter escalates.

Frequently asked questions about non-conforming goods and buyer remedies in France

What can a buyer do about non-conforming goods in France?

French law offers a graduated set of remedies: withhold your own payment (the exception d'inexécution under Article 1219), demand repair or replacement (Article 1221), reduce the price for a partial non-conformity (Article 1223), terminate the sale for a serious breach (Article 1224), and claim damages (Article 1231-1). These can often be combined. The right choice depends on how serious the non-conformity is and whether you want the goods or your money back.

Can I refuse to pay for non-conforming goods?

Yes, within limits. Article 1219 of the Civil Code lets a buyer withhold performance where the seller's non-performance is sufficiently serious. But the retention must be proportionate to the defect, so withholding the entire price for a minor, easily-cured non-conformity can put you in the wrong. Match the sum you hold back to the seriousness of the problem and document your reasons.

Can I demand a replacement instead of a refund?

Yes. Article 1221 allows the buyer, after a formal notice, to demand performance in kind — a conforming replacement, delivery of the missing quantity, or correction of the goods. The seller can resist only where performance is impossible or manifestly disproportionate in cost. A commercial buyer may also, in suitable cases, obtain conforming goods elsewhere at the seller's expense.

Can I reduce the price for a partly non-conforming delivery?

Yes. Article 1223 permits a proportional price reduction where you accept an imperfect performance, such as a shortfall or a quality deviation. The reduction must reflect the gap between what was promised and what was delivered. If you have not yet paid you notify the reduced amount; if you have paid you claim back the difference. In commercial sales a court may also adjust the price directly.

When can I terminate a sale for non-conforming goods?

Termination under Article 1224 requires a sufficiently serious non-performance. It can occur through a resolutory clause, a unilateral notice given at your own risk, or a court decision. A minor or easily-remedied non-conformity will not justify termination — damages are the correct remedy there. Where termination is valid, the goods go back and the price is restored, with restitutions between the parties.

How long do I have to sue over non-conforming goods?

Non-conformity of delivery is a breach of a contractual obligation, so it is governed by the ordinary five-year limitation period, running from the day you knew or should have known the facts allowing you to act. This is different from — and longer than — the two-year deadline that applies to the separate warranty against hidden defects. Framing a claim correctly can therefore affect the deadline you face.

Is non-conformity the same as a hidden defect?

No. Non-conformity of delivery is a mismatch between the thing delivered and the thing described in the contract — the wrong model, quantity or specification. A hidden defect is an inherent flaw that makes the goods unfit for their normal use even though they match the description. They are separate regimes with different conditions, remedies and time limits, and choosing the right one is often decisive.

Key takeaways on buyer remedies for non-conforming goods in France

How our French lawyers help with non-conforming goods and buyer remedies

Petroff Avocats advises both buyers and sellers on non-conforming deliveries in France. For buyers, we assess whether the problem is a non-conformity of delivery or a hidden defect, secure the position with well-drafted reservations and a mise en demeure, and pursue the right remedy — withholding payment, forcing repair or replacement, negotiating a price reduction, terminating the sale, or claiming damages — in negotiation or before the commercial and civil courts. For sellers, we defend against exaggerated or out-of-time claims, review acceptance and inspection records, and structure contracts and general terms to allocate risk and limit exposure. On cross-border sales we advise on the interaction with the CISG, Incoterms and the applicable-law rules.

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 law depends heavily on the facts, the contract terms and whether the sale is domestic or cross-border. Contact our French lawyers for advice on your situation.