B2B GTC
GTC tailored to sales between professionals: foundation of the commercial negotiation, pricing terms, payment periods, penalties, retention of title, limitation of liability.
→ Contracts · Sub-expertise
General terms and conditions of sale (GTC) are the foundation of the commercial relationship and the primary tool to secure your margins and payment terms. Well drafted, they become a defensive weapon in the event of litigation; poorly drafted, they open the door to challenges and DGCCRF (French consumer protection & competition authority) sanctions. We design bespoke GTC, compliant with B2B and B2C obligations, and tailored to your sector.
→ What we cover
GTC tailored to sales between professionals: foundation of the commercial negotiation, pricing terms, payment periods, penalties, retention of title, limitation of liability.
Consumer GTC incorporating the obligations of the French Consumer Code: pre-contractual information, right of withdrawal, statutory warranties, mediation, handling of complaints.
Building pricing schedules compliant with Article L. 441-1 of the French Commercial Code, general and specific conditions of sale, articulation with special conditions of sale (SCS).
Framing of statutory payment periods (60 days from the invoice date or 45 days end of month), late-payment penalties, fixed indemnity for recovery costs.
Capping of contractual liability, exclusion of indirect damages, articulation with consumer law and the general law of contract.
Articulation with your clients' general terms and conditions of purchase (GTP): rules of precedence, negotiation of single agreements, management of documentary conflicts.
→ Our approach
01
Analysis of your business, your sales channels, your clients (B2B / B2C / mixed), your sales process and your existing GTC where applicable.
02
Drafting of GTC tailored to your sector, your business model and your commercial strategy, with articulation to your legacy GTC.
03
Discussions with your sales and finance management, integration into your processes (quotes, purchase orders, invoices), training of teams.
04
Annual updates or updates upon regulatory change, support in the event of negotiation by a major client or of litigation.
→ Who we help
Terms of sale tailored to the sale of manufactured products to professional clients, with retention of title, limited technical warranties and a jurisdiction clause.
GTC incorporating all consumer obligations: pre-contractual information, right of withdrawal, statutory warranties, dispute handling and mediation.
General terms specific to an online service: subscription, service levels (SLA), usage rights, intellectual property, processing of personal data.
Negotiation of a single agreement with a major retailer, articulating GTC, pricing terms, commercial cooperation services and the specific obligations of Articles L. 441-3 et seq.
→ Q&A
In B2B, Article L. 441-1 of the French Commercial Code requires GTC to be communicated to any professional client who requests them: they constitute the sole foundation of the commercial negotiation. In B2C, they are required by the French Consumer Code to inform the consumer and to start the withdrawal periods running.
The client must have had knowledge of them and accepted them before the contract was concluded. In practice: reproduction on purchase orders, quotes and invoices, a clear reference in emails, explicit acceptance (a checkbox in e-commerce). A mere mention on the invoice after the sale is not sufficient.
In B2B, the principle is the precedence of the last document accepted (the last-word theory). In practice, the parties negotiate a single agreement that prevails over the general terms. Failing this, complex litigation may arise: careful drafting of precedence clauses is essential.
60 days from the date the invoice is issued, or 45 days end of month if agreed. Derogations exist for certain sectors. Non-compliance exposes the company to an administrative sanction that may reach significant amounts imposed by the DGCCRF (French consumer protection & competition authority).
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