General Sales Conditions (GSC): Everything you need to know!

CGV Definition: What is it?

CGV is the acronym for General Terms and Conditions of Sale, which refer to all the contractual information linking a seller of products or services to a buyer.

These general conditions bind a consumer to a company by a contract of adhesion. 

This is a document containing a large amount of information presented in a clause.

A "clause" is a sentence or set of sentences contained in the text of a legal act (such as a contract, will, judgment, law or administrative regulation) that defines the rights and obligations of the persons concerned by that act.

Terms and conditions of sale : A binding agreement between buyer and seller

The GTC link buyer and seller. In this sense, this document links a company and a consumer. For a company that makes its living from the sale of its products or services, the GCS represent the cornerstone of commercial relations.

When an organization sells a product or service online via its website, it is obliged to draw up GTCs and make them available online to all users.

 In many cases, general terms and conditions of sale may be mandatory. They provide a framework for a company's commercial relations.

What are general terms and conditions of sale (GTCS)?

They establish the rules to be followed and provide a framework for commercial relations. They protect suppliers and clients alike.

In application of the GDPR's principle of informing people, prospects can know about the sales contract before concluding a transaction. It's important to inform the client of the rules put in place, such as the 14-day withdrawal clause.

What's more, this document is a legal tool that provides security for the company. For example, the inclusion of a retention-of-title clause normally enables goods delivered to a client to be recovered if the latter fails to pay. In the event of a dispute, the general sales conditions define and limit the Accountability of each party.

The clauses of the GSCs include both mandatory clauses, which must be mentioned, and recommended clauses. You must also take into account the prohibited clauses of the GSC when drafting them, on pain of sanctions. Certain clauses of the GCS can be negotiated if the client or buyer so wishes. This document shows your clients that your business is well supervised.

General Sales Conditions (GSC): Are they mandatory?

They are only mandatory in certain cases. This depends on the company's clientele (B2B, B2C, B2B2C, etc.). If you work in B2C (Business To Consumer), the GCS are mandatory. The Consumer Code applies.

When consumers buy a product or service from a distance professional, they become vulnerable because they are sharing their personal data. They benefit from increased protection. This obligation is laid down in article L. 113-3 of the French Consumer Code. All e-commerce businesses are required to draw up General Terms and Conditions of Sale (CGV), and must take great care to include all mandatory information.

In B2B (Business To Business), GTCs are not normally mandatory, but they are indirectly made mandatory by the French Commercial Code (article L.441-6).

If the client asks for the general sales conditions, the company must provide them.

A company that sells both B2B and B2C is obliged to have GTCs, as both rules apply.

Who drafts the General Terms and Conditions? Is it the same for all companies?

To draw up this document, you need to be accompanied by a professional. 

Indeed, your document must have a legal guarantee of conformity and must be logical. Many companies make the mistake of copying another company's terms and conditions; each company may sell a different product or service. The rules governing disputes are also different. It is therefore not advisable to copy another company's GCS.

 General terms and conditions of sale need to be drafted differently, depending on the business in question. They must take into account the specific features of your business and the conditions you wish to impose on your clients. It's essential to enlist the help of a professional in order to draw up documents tailored to your business structure.

Mandatory information in general terms and conditions of sale (GTCS)

General terms and conditions of sale must include the following mandatory information:

• conditions of sale,
• the unit price list,
• price reductions,
• terms of payment,
• The essential characteristics of the good or service,
• The price of the good or service,
• Delivery terms and conditions,
• The date or time by which the good will be delivered or the service will be performed,
• Legal warranties of conformity,
• The right and period of withdrawal (for distance sales, a client has a withdrawal period of 14 days from receipt of the goods or performance of the service).

The above-mentioned obligations are only the minimum information required in the general terms and conditions of sale. You must add the information required by your business. Don't forget to update your terms and conditions as your structure evolves.

Information prohibited in general terms and conditions of sale

 Here's a list of clauses that are abusive and forbidden in terms and conditions of sale. It is vital not to include them in your GTCS. These clauses can lead to an imbalance in the sales contract. As a result, if one of these clauses is included in your GCS, it will never be enforced.

First prohibited clause:

To make the consumer adhere to a commitment which is not written in the sales contract or which is written in a document annexed to the contract without this document being presented to the consumer.

Second prohibited clause:

Limit the professional's obligation to honor commitments made by one of his servants or agents (for example, by one of his employees).

Third prohibited clause:

Modify the terms of the contract relating to the duration of the commitment, the characteristics or the price of the goods to be delivered or the service to be rendered, without notifying the consumer.

Fourth prohibited clause:

Granting only the professional the right to determine whether or not the thing delivered or the services provided conform to the provisions of the sales contract, or conferring on him the exclusive right to interpret a clause of the contract.

Fifth prohibited clause:

Compel the consumer to perform his obligations when, conversely, the professional fails to perform his.

Sixth prohibited clause:

Eliminate or reduce the consumer's right to compensation in the event of a breach by the trader of one of his obligations.

Seventh prohibited clause:

The client is prohibited from requesting termination of the contract if the professional fails to meet his or her obligations.

Eighth prohibited clause:

Granting the professional the right to terminate the contract unilaterally, without granting the same right to the consumer

Ninth prohibited clause:

 Allow the professional not to reimburse sums paid by the consumer when the professional has not fulfilled his obligations and decides to terminate the contract.

Tenth prohibited clause:

Giving professionals shorter notice periods than consumers for terminating open-ended contracts

Eleventh prohibited clause:

In the case of an open-ended contract, ask the consumer to pay the professional a sum of money to terminate the contract.

Twelfth prohibited clause:

Impose the burden of proof on the consumer, whereas this is legally the responsibility of the professional (transfer of burden).

Penalties for failure to disclose terms and conditions of sale

A company can be fined 15,000 euros for a natural person (B2C) and 75,000 euros for a legal entity (B2B) if it fails to communicate its general terms and conditions of sale.

Failure to publish terms and conditions can cost you clients. Indeed, this document gives confidence to people who want to buy your products or services. As mentioned above, it also protects the company in its business relations.

Acceptance and communication of the GCS

To ensure compliance with the General Terms and Conditions, it is necessary to justify the client's acceptance of this document. Drawing up and communicating a sales contract enables the company to meet its obligations, but this is not enough. The client 's acceptance is obtained by his signature. 

Terms and conditions must be clear, legible and understandable. They must be inserted in the right documents: on purchase orders and quotations. According to case law, a signed order form or quotation with the GTCS on the reverse side is sufficient to obtain the client's agreement.

The difference between GTC, GCU, CGA and legal notices

It's important to distinguish between GTC, GCU (General Conditions of Use), GCP (General Conditions of Purchase) and legal notices.

General terms and conditions of purchase (GTC)

This document sets out the conditions that a client imposes on its suppliers when purchasing products or services.

General terms and conditions of use (GTCU)

They lay down the rules and conditions of access and use that Internet users must respect when using a website.

Legal information

Allows visitors to obtain information about the natural or legal person who created the site. Mandatory information must therefore appear throughout the website. 

You'll often find the legal disclaimer, terms and conditions, privacy policy and cookie policy at the bottom of the page.

GTC Example pdf

You can download Dipeeo's GTC as an example. Please note.

Each structure's terms and conditions are different, depending on its activity. We therefore do not recommend copying them.

Dipeeo can help you produce these documents with ease. Contact us via the "contact.