Legal obligation for some, accessory formality for others, and the general terms and conditions of sale (GTCS) are rules in a document that outlines the rights and obligations of a professional seller and a consumer during a sales transaction.
Who is it mandatory for? How to draft your general terms and conditions of sale as a seller? Do they depend on the client to whom the sale is dedicated? An overview of this document that everyone claims to read but whose importance should not be overlooked.
Definition of general terms and conditions of sale
Many documents are indeed mandatory if you sell products and services. However, it is essential to distinguish, in particular:
The general terms and conditions of sale (GTC), the general terms of use (GTU), and legal notices. Unlike the GTU, which is dedicated to the rules of use of your website, the GTC is intended to frame your contractual relations with your clients. In addition, the GTC is mandatory, while the GTU is not.
Unlike legal notices, which are intended to inform the Internet user of the information about the content creator on the site they are browsing, the GTC is intended to frame the sale, if it occurs, between a professional and a client (professional or consumer). Both are mandatory.
You must include your legal notices if you have an e-commerce website. Create your own using a free legal notice generator!
General terms and conditions of sale: a relative obligation
The rules regarding the general terms and conditions of purchase depending on the contractual relationship between the seller and their client: B2B (from one professional to another professional) or B2C (from a professional to a consumer).
The client is a professional
When a professional sells to another professional, it is called a B2B relationship (“business to business” in English). In this relationship, the general terms and conditions of sale constitute, according to the terms of the Commercial Code, “the basis of commercial negotiation.” This document helps avoid disputes related to the execution of the sales contract by preventing potential difficulties.
The general terms and conditions of sale between professionals must include, in particular, the following elements:
- Terms of payment;
- Elements for determining the price (unit price scale);
- And any price reductions.
This document must be communicated to the client upon request. Failure to provide this mandatory communication can result in a fine of up to €15,000 if you are a natural person and €75,000 if you are a legal person.
The client is a consumer.
The general terms and conditions of sale allow the consumer to obtain all the information before concluding the sale. It informs the client of the rights and obligations that he will have under the sales contract, but also of the responsibilities of the seller.
The seller must therefore transmit them to the consumer before the contract is signed:
- by having them check if the sale took place online, a box “I have read and accepted the general terms and conditions of sale” (note that pre-checking the package does not justify consent to this document);
- and by transmitting the general terms and conditions of sale on a durable paper (not a hypertext link).
The Consumer Code requires sellers to communicate their general terms and conditions of sale. Protecting the consumer, considered “vulnerable,” is one of the priorities of consumer law.
Drafting the general terms and conditions of sale alone or accompanied
Because it is a mandatory document, the general terms and conditions of sale must comply with specific content
Some clauses in the general terms and conditions of sale are required, optional, or prohibited.
The mandatory clauses are as follows:
- payment terms;
- price (determined or determinable by a straightforward calculation);
- and discounts.
Others are optional but highly recommended:
delivery terms;
right of withdrawal (14 days for distance sales);
- terms of settlement of disputes between the parties;
- time of transfer of ownership;
- and legal guarantees of conformity and hidden defects.
Finally, some are prohibited. A blocklist and a gray list have been established:
- blocklist: clauses that create a significant imbalance between the rights and obligations of the parties (professional and consumer);
- and gray list: clauses presumed to be abusive (the seller must prove otherwise).
It should be kept in mind that depending on your clients (consumers or professionals) and your activity (online sales or sales of physical services), the imperatives related to general terms and conditions of sale may change.
For example: for the sale of products, the clause on price must indicate the fixing of fees by a product catalog, while for the sale of services, the clause on price must fix the price according to the complexity of the service.
Do not be mistaken: general terms and conditions of sale can be challenging to draft alone. Do not hesitate to use a model of general terms and conditions of purchase to personalize it according to your activity and your clients!
