General terms of sale — what they must contain
General terms of sale tell the customer the terms on which a product or service is sold: a set of clauses drafted by the seller setting the contractual framework — payment terms, delivery times, guarantees, return conditions. In a dispute they are the reference legal framework allowing the business to assert its rights. The duty depends on the customer: towards a BUSINESS customer, terms of sale are not compulsory, but where they exist and the customer asks for them, the seller must supply them; towards a CONSUMER, the seller must provide them before the contract is concluded, as pre-contractual information. Three items are not negotiable between businesses: the payment conditions, the late-payment penalties, and the €40 fixed recovery charge.
Up to date for 2026 — verified on September 11, 2026Official procedure, no printed formGuide: about 40 min
Deadlines
- Before the contract is concluded, for a consumer
- The seller must provide the terms of sale before the contract is concluded: it is a duty of pre-contractual information.
- On request, for a business customer
- Terms of sale are not compulsory between businesses; where they exist and a business customer asks for them, the seller must supply them.
- 30 days absent a stated period
- Stating a payment period is not compulsory. Absent anything on payment periods, the price must be paid on the 30th day after the goods are received or the service performed.
- Legal caps: 60 days, or 45 days end of month
- Periods may be freely agreed within 60 days at most from the invoice date, or 45 days end of month where expressly agreed and not excessively disadvantaging the seller. For a periodic invoice, the period cannot exceed 45 days from the invoice date.
Documents to prepare
- The unit price list and the reductions you apply: rebates, discounts, volume allowances
- The conditions of sale of the goods or performance of the service, and the guarantees given
- The payment period chosen, to be placed within the legal caps
- The rate and terms of application of late-payment penalties, at least three times the statutory interest rate
- Early-settlement discount terms, if you offer one
- A breakdown of your customer types, to prepare the matching sets of terms
No form is attached to this procedure: the link leads to the official page that describes it.
What this page gives you
The guide above and the link to the official site. ActioFin does not produce any document for this page: whatever you fill in or file is done on the official medium.
Who this applies to
- Every business selling a product or a service, to businesses as well as consumers
- Sellers to consumers, who must provide the terms BEFORE the contract is concluded
- Sellers to business customers, who must supply them on request where they exist
- Businesses selling at a distance or away from their premises — trade fairs, exhibitions — to very small businesses, which may fall into the consumer regime
- Businesses negotiating particular terms of sale with a given customer, starting from their general terms
Worked example
Example: Ébénisterie Cavalier drafts two sets of terms of sale
Ébénisterie Cavalier sells bespoke furniture to interior designers and to private customers. It drafts two sets of general terms of sale, because the required content differs with the customer. For its business customers, the terms cover the conditions of sale of the goods — transfer of ownership, delivery on distance sales, guarantees — the pricing elements with a unit price list excluding VAT and any rebates, discounts and volume allowances, then the payment conditions: a 45-day end-of-month period, expressly agreed; the terms and rate of late-payment penalties, which cannot be lower than three times the statutory interest rate; and the €40 fixed recovery charge, due as soon as payment comes after the date shown on the invoice. For its private customers, it applies the consumer law regime. It watches for one borderline case: a sole-practitioner architect ordering a piece of furniture outside their main activity, at a trade fair — three conditions met that treat them as a consumer, and switch which items apply.
How to fill it in, step by step
- Identify your customer categories clearly: the required content depends on the nature of the customer, and it is better to prepare different sets of terms than a single one.
- Check the consumer-treatment case: a business customer is treated as a consumer where THREE conditions are met — a business of 5 employees at most, a sale or service outside its main activity, and a contract concluded at a distance or away from premises. The items applicable to consumers then govern.
- For a business customer, set out the conditions of sale of the goods — transfer of ownership, delivery on distance sales, guarantees — and of performance of the service, with its performance date.
- Set out the pricing elements: the unit price list and any reductions — rebates, discounts, volume allowances. Prices may be shown excluding or including VAT; a list excluding VAT is preferable, to match the invoicing rules. The period a price stays valid is freely set.
- Set out the payment conditions: payment periods within the legal caps; the terms AND the rate of late-payment penalties, which must appear without fail; the €40 fixed recovery charge; and early-settlement discount terms if you offer one.
- Check the floor on penalties: they cannot be lower than three times the statutory interest rate.
- Add freely the optional items that help: accepted payment methods, payment in instalments, a commercial guarantee — right of return, exchange, money-back — a confidentiality clause, a loyalty clause, a personal data clause.
- Supply the terms: before the contract is concluded for a consumer, on request for a business customer.
The form, line by line
- Payment conditions
- The conditions on which the customer must pay. They gather the periods, the late-payment penalties, the fixed recovery charge and, where relevant, the early-settlement discount.
- Late-payment penalties
- Both the terms of application AND the rate must appear in the terms of sale without fail. The rate cannot be lower than three times the statutory interest rate.
- €40 fixed charge
- Due as soon as payment comes after the date shown on the invoice. Its amount must appear in the terms of sale: it is not a commercial option.
- Unit price list
- With any reductions — rebates, discounts, volume allowances. Prices may be shown excluding or including VAT, but a list excluding VAT matches the invoicing rules, which require the unit price excluding VAT.
- Early-settlement discount
- Its terms must appear among the payment conditions IF you offer one.
- Particular terms of sale
- General terms can serve as a basis for negotiation: clauses adapted or amended for a specific situation become particular terms applying to a given customer.
Good to know
- A business is NOT required to supply its terms of sale to a competitor who asks for them, unless that competitor shows they intend to place an order for goods or services.
- Do not confuse terms of sale with terms of use: terms of use govern the use of a service — a website in particular — while terms of sale govern commercial relations.
- In a dispute, the terms of sale are the reference legal framework allowing the business to assert its rights: drafting them is an act of protection, not a formality.
- Stating a payment period is not compulsory, but silence has a price: the price is then payable on the 30th day after the goods are received or the service performed.
- The period a price stays valid is freely set, unlike payment periods, which are capped.
- A business customer with 5 employees at most may be treated as a consumer, which switches the whole set of applicable items — hence the value of preparing several sets of terms.
- General terms of sale are defined by article L441-1 of the French Commercial Code.
Common mistakes
- Drafting a single set of terms for every customer: the required content depends on the nature of the customer, and a business may be treated as a consumer.
- Leaving out the terms of application and the rate of late-payment penalties: they must appear without fail.
- Setting penalties below three times the statutory interest rate.
- Forgetting the €40 fixed recovery charge, compulsorily due as soon as payment comes after the date shown on the invoice.
- Stipulating a payment period beyond the caps: 60 days from the invoice date, 45 days end of month where expressly agreed, and 45 days from the invoice date for a periodic invoice.
- Assuming that stating no period leaves the customer free: the price is then payable on the 30th day after receipt or performance.
- Supplying your terms to a competitor who asks without their showing an intention to order.
- Confusing terms of sale with terms of use, and assuming a website terms page stands in for terms of sale.
- Providing the terms to a consumer after the contract is concluded: the duty is PRE-contractual.
Frequently asked questions
Are terms of sale compulsory?
It depends on the customer. Towards a business, they are not compulsory, but where they exist and the customer asks for them, the seller must supply them. Towards a consumer, the seller must provide them before the contract is concluded.
Which items are required between businesses?
The conditions of sale of the goods and of performance of the service, the pricing elements — unit price list and reductions — and the payment conditions: payment periods, terms and rate of late-payment penalties, the €40 fixed recovery charge, and early-settlement discount terms where one is offered.
What is the floor on late-payment penalties?
They cannot be lower than three times the statutory interest rate.
What happens if no payment period is stated?
The price must be paid on the 30th day after the goods are received or the service performed.
Can a business customer fall under the consumer regime?
Yes, where three conditions are met: a business of 5 employees at most, a sale or service outside its main activity, and a contract concluded at a distance or away from premises — trade fairs, exhibitions. The items applicable to consumers then govern.
Must terms of sale be supplied to a competitor?
No, unless they show they intend to place an order for goods or services.
Go further
Compute the related amounts
Understand this form: the related course
Official sources
- entreprendre.service-public.gouv.fr — General terms of sale, checked 1 July 2026: definition and purpose, status as the reference legal framework in a dispute, particular terms arising from negotiation, distinction from terms of use, duty to supply on request towards a business and pre-contractual information duty towards a consumer, the competitor exception unless an intention to order is shown, treatment of a business customer as a consumer on three cumulative conditions (5 employees at most, outside the main activity, contract at a distance or away from premises), required items between businesses (conditions of sale and performance, unit price list and reductions, payment conditions), the 30-day rule absent a stated period, caps of 60 days and 45 days end of month and 45 days for a periodic invoice, the duty to state the terms and rate of late-payment penalties with a floor of three times the statutory interest rate, the €40 fixed recovery charge, early-settlement discount terms, optional items, and the reference to article L441-1 of the Commercial Code — September 11, 2026
- entreprendre.service-public.gouv.fr — Compulsory quote: activities covered: the quote is the seller's other pre-contractual document, compulsory for a closed list of work — which marks out by contrast the terms of sale, which set the framework of the relationship rather than pricing one job — September 11, 2026
Guide and document provided for information purposes only; they do not constitute personalised legal or tax advice. Check the recipient organisation's requirements and consult a professional if needed.