Conditions of sale: the legal basis to be secured

Updated March 2026 - Behind the English expression standard terms and conditions of sale, we find a very concrete subject for French companies: the general conditions of sale, or CGV. Too often, they are written late, copied from an approximate model or confused with a quote, a framework contract or website mentions. In reality, the General Terms and Conditions structure the commercial relationship, reduce unclear areas and limit disputes over price, deadlines, penalties or liability.

See also: Privacy Policy, Submission of annual accounts and Chorus Pro.

The General Terms and Conditions have several functions:

• establish the framework for the sale or service;
• remind you of the payment conditions;
• set possible price reductions;
• supervise execution incidents;
• serve as a basis for negotiation or contractual référence.

In B2B, the Commercial Code imposes particular vigilance on their content and communication.

The General Terms and Conditions are not a simple formal document. They must be consistent with your activity and cover sensitive points:

• identification of the company;
• products or services offered;
• price and terms of revision;
• payment conditions;
• late penalties;
• possible fixed compensation;
• delivery or execution rules;
• liability and contractual limits;
• settlement of disputes.

CGV, contract and quote: do not mix everything#

Many companies use generic T&Cs to compensate for the absence of contractual documentation. This is a classic error. The General Terms and Conditions:

• do not always replace a complex contract;
• do not provide a precise estimate;
• must remain aligned with actual business practices.

Hayot Expertise advice: a good T&C is not the longest. It is the one that fits your sales cycle, your risks and your effective billing.

• copy document without sectoral adaptation;
• inconsistency between T&Cs, quote and invoice;
• absence of robust payment clauses;
• undated or untraced version;
• forgetting B2B or B2C specificities.

Start by mapping:

• your type of customer;
• your sales method;
• your risk of non-payment;
• the usual points of friction;
• the place of digital in customer relations.

This approach allows you to write truly useful T&Cs, and not a decorative document.

CTA: Have your T&Cs and contractual documents audited

Well-written T&Cs also have a management utility:

• they streamline invoicing;
• they clarify the recovery conditions;
• they limit certain commercial disputes;
• they strengthen the quality of the file in the event of an audit or litigation.

In a 2026 environment marked by electronic invoicing, digitalization and documentary traceability, this issue becomes even more strategic.

The General Conditions of Sale are a primary legal document. They affect sales, recovery, customer risk and profitability. Companies that treat them as simple copy and paste expose themselves to areas of avoidable uncertainty.

It is not enough to have a nice template. The company needs a working file that shows which version is in force, who approved it and when it was last reviewed. This is particularly important when the commercial offer changes quickly or when several people can send the same document to clients.

A practical checklist#

• one référence version for sales;
• one référence version for the website;
• one référence version for invoicing;
• one person responsible for updates;
• one review date after each major change.

Imagine a service company that changes its payment terms but keeps the old quote template in circulation. The customer signs one version, the invoice refers to another and the reminder email cites a third. The dispute is then no longer about the substance of the service. It is about the lack of documentary coherence.

That is why a good T&C file should also be read as a risk-reduction tool for the whole commercial cycle, not only as a legal appendix.

Another practical point is to review the document each time the offer changes in a material way. A new deposit policy, a shorter delivery promise or a different approval workflow can quickly make yesterday's wording inaccurate.

That simple review reflex keeps the legal basis aligned with day-to-day operations and avoids avoidable disputes caused by outdated wording rather than by the quality of the service itself.

The safest way to manage T&Cs is to link them to business events. Whenever pricing changes, a new service is launched, a payment delay appears often or a new delivery channel is opened, the file should be reviewed immediately. This avoids the classic situation where the legal text remains frozen while the business has already moved on.

A simple maintenance routine#

• review the file after every meaningful commercial change;
• compare the T&Cs with the quote template and invoice footer;
• check that customer-facing teams use the latest version;
• keep a short history of revisions and approvals;
• align the commercial, legal and accounting wording at the same time.

When the working file is maintained this way, it becomes much easier to defend in a dispute and much easier to use internally.

This also means the company is not waiting for a problem to discover that the paperwork is outdated. The file becomes a living support for sales, collections and compliance, which is exactly what a good T&C system should do.

That last point matters a lot in practice: when the commercial team, the finance team and the advisor all refer to the same version, the company avoids the slow erosion that comes from "almost the same" documents circulating in parallel.

Under French commercial law, B2B general conditions of sale must include specific elements to be legally enforceable and to comply with competition law (article L441-1 of the Code de commerce):

Mandatory elements:

• Pricing schedule and conditions for price reductions (barème de prix, reductions)
• Terms of payment, including the standard payment period (maximum 60 days net or 45 days end of month, per article L441-10)
• Late payment penalties: the rate must be at least three times the legal interest rate, and this clause cannot be simply omitted
• Fixed compensation for recovery costs: a mandatory flat fee of €40 per overdue invoice, owed automatically without prior notice from the date payment falls due
• Conditions applicable to delivery and any associated guarantees

The 60-day payment cap is not optional. B2B contracts specifying longer payment periods are void for the excess — this catches international companies accustomed to 90-day or 120-day standard payment terms that try to import those terms into French commercial relationships.

The mandatory e-invoicing rollout changes how general conditions interact with invoicing:

• From September 2026: all B2B businesses must be capable of RECEIVING e-invoices via a certified PDP platform
• From September 2027: SMEs must ISSUE e-invoices through certified platforms

Impact on CGV: your CGV should now:

1. Specify the company's PDP platform or e-invoicing receiving address
2. Confirm that invoices in electronic format have the same legal value as paper invoices
3. Reference the Chorus Pro or PDP workflow if the client is a public entity or large group

Outdated CGV that reference postal invoice delivery only may create payment disputes if the client applies e-invoicing processes that the CGV does not recognise.

If your company sells to non-French EU or international buyers:

1. Applicable law: French CGV typically specify French law as governing and French courts (often Paris Commercial Court) as having jurisdiction. Enforcing this choice against foreign buyers requires it to be clearly drafted and accepted at the time of contracting.

2. Incoterms: for goods, CGV should specify Incoterms 2020 delivery terms. Which party bears transportation risk determines VAT treatment (intra-EU supply vs. export) and insurance obligations.

3. Language: a CGV in French only may be challenged by a non-French EU buyer. Dual-language versions provide stronger enforceability.

4. VAT implications: CGV for services sold to foreign businesses (B2B services under the reverse charge rule) should clearly state that the service is subject to the VAT rules of the buyer's country, and that the buyer is responsible for self-assessing VAT.

(Official sources: Commercial Code art. L441-1, L441-10, Légifrance, Entreprendre.Service-Public.fr)

This English section is written for international readers who need to apply the French guidance to a real management decision. The key point for standard terms and conditions of sale is not to memorise every technical rule, but to connect the rule to documents, deadlines, cash impact and governance. For French B2B companies securing their invoicing and collection process, the right approach is to identify the decision to be made, collect reliable evidence, and only then choose the accounting, tax, payroll or legal treatment.

The practical decision is whether the current terms match pricing, payment deadlines, penalties, liability and commercial practice. That decision should be documented before the year-end close, financing discussion, payroll run, transaction signing or tax filing concerned by the topic. When the matter is material, the file should include who decided, which assumptions were used, and which professional advice was obtained.

Evidence to keep#

• latest terms;
• quote template;
• invoice wording;
• payment terms;
• collection history;

Terms that are not aligned with invoices, quotes and collection practice are weak in a dispute. A clean file also helps the company answer questions from banks, investors, auditors, tax authorities, employees or buyers. It is usually cheaper to prepare that evidence during the process than to reconstruct it after a dispute, audit or urgent financing request.