French Commercial code
In forceI. - Without prejudice to Article 172a of Regulation (EU) No 1308/2013 of the European Parliament and of the Council of 17 December 2013 on the common organisation of the markets in agricultural products and repealing Council Regulations (EEC) No 922/72, (EEC) No 234/79, (EC) No 1037/2001 and (EC) No 1234/2007, contracts with a performance period of more than three months relating to the sale of agricultural and food products whose production prices are significantly affected by fluctuations in the prices of agricultural and food raw materials and agricultural and food products, energy, transport and materials used in the composition of packaging shall include a clause relating to the arrangements for renegotiating the price so that account can be taken of these upward and downward fluctuations.
This clause, defined by the parties, specifies the conditions and thresholds for triggering renegotiation.
Price renegotiation is conducted in good faith with due regard for business confidentiality, and within a period, specified in the contract, which may not exceed one month. It aims to achieve a fair distribution between the parties of the increase or reduction in production costs resulting from these fluctuations. In particular, it takes into account the impact of these fluctuations on all the players in the supply chain. A report on these negotiations shall be drawn up in accordance with the procedures defined by decree.
Failure to provide for a renegotiation clause in accordance with the first two paragraphs of this I, failure to comply with the deadline set in the third paragraph, failure to draw up the report provided for in the same third paragraph or infringement, during the renegotiation, of manufacturing or business secrets shall be punishable by an administrative fine of up to €75,000 for a natural person and €375,000 for a legal entity. The maximum fine incurred is doubled if the breach is repeated within two years of the date on which the first penalty decision became final.
If the price renegotiation does not result in an agreement by the end of the one-month period provided for in the third paragraph, and unless recourse is made to arbitration, Article L. 631-28 of the Rural and Maritime Fishing Code is applied without the contract being able to provide for any other mediation mechanism.
This article does not preclude any other renegotiation, in compliance with this title.
This article also applies to contracts with a performance period of more than three months relating to the design and production, according to methods that meet the specific needs of the buyer, of products mentioned in the first paragraph.
II. - An order of the Minister for Agriculture may set the list of certain agricultural and food products for which, by way of derogation, I of this article does not apply. This derogation shall be the subject of a reasoned request from the inter-branch organisation representing the products concerned or, where there is no inter-branch organisation for this type of product, from a professional organisation representing producers.
