Bilingual GTC: how to secure your export sales in 2026?

Expanding internationally opens up major opportunities for French micro-businesses, SMEs and online retailers, but it also exposes them to legal risks that are far greater than on the domestic market. Differences between legal systems, language barriers, customs complexity, the instability of cross-border payment, divergences in data protection: each export transaction concentrates significant contractual and financial risks.

In this context, bilingual general terms and conditions of sale (bilingual GTC) are the exporter's primary legal safeguard. When properly drafted, they set the rules of the game, allocate risks and protect the business in the event of a dispute. When poorly translated or incomplete, they can instead become a trap, owing to the gaps between French Civil Law and Anglo-American Common Law, or to the sometimes limited international enforceability of certain clauses.

This article takes stock of the essential legal obligations to be observed when drafting bilingual export GTC, the must-have clauses and the pitfalls to avoid, drawing on the provisions in force in the French Commercial Code, the French Civil Code and European contract law.

Why are bilingual GTC indispensable for exporting?

What is export GTC and what must it contain?

The general terms and conditions of sale are defined in Article L441-1 of the French Commercial Code. They include, in particular, the terms of payment, the factors used to determine the price, the schedule of unit prices and any price reductions. The text also states that any person engaged in production, distribution or service activities who draws up GTC is required to communicate them to any professional buyer who requests them, by any means constituting a durable medium.

On the domestic market, this GTC forms the sole basis for commercial negotiation in B2B. For export, its function is amplified: it becomes the only enforceable contractual framework in relationships where trust and proximity are often lacking. The stake is no longer merely informational, it is defensive.

A failure to comply with the obligation to communicate the GTC is punishable by an administrative fine of up to 15,000 euros for a natural person and 75,000 euros for a legal entity, in accordance with paragraph IV of Article L441-1 of the French Commercial Code.

Concrete example: a French SME in the cosmetics sector selling to a German distributor without clear bilingual GTC was denied the application of French law in a dispute over product quality. The German court upheld the English version provided by the customer, which it deemed more precise, in the absence of a clause designating a reference language.

What are the differences between B2B and B2C sales internationally?

The applicable legal regime differs significantly depending on the nature of the buyer. In B2B (Business to Business), the GTC can be negotiated and rests largely on freedom of contract. The mere communication of the GTC to the professional, on a durable medium, is in principle sufficient to make it enforceable.

In B2C (Business to Consumer), consumer law applies on a mandatory basis. For cross-border sales within the European Union, the Rome I Regulation (No. 593/2008) provides that the consumer systematically benefits from the protective rules of the law of their habitual residence, even if the GTC designates another applicable law. This means that a French SME selling to an Italian consumer cannot set aside Italian law on essential points (withdrawal, conformity guarantee, unfair terms).

Article L211-3 of the French Consumer Code also requires the professional to inform the consumer, when concluding the written contract, of the option of resorting to the consumer mediation procedure in the event of a dispute.

Which applicable law and which jurisdiction should you choose for your bilingual GTC?

How does the Rome I Regulation work for the applicable law?

The European Rome I Regulation (No. 593/2008) governs the law applicable to contractual obligations. The principle is one of freedom of choice: the parties may designate the law they wish to apply to their contract. In the absence of a choice, a contract for the sale of goods is governed by the law of the country in which the seller has their habitual residence.

For a French exporter, it is therefore generally preferable to include an applicable law clause designating French law. This makes it possible to benefit from a familiar legal framework and to reduce the costs of foreign legal expertise in the event of litigation.

Caution: this choice is never absolute. The overriding mandatory provisions (mandatory rules) of the customer's country may apply despite the clause, in particular in competition law, in the law of restrictive practices and in consumer protection law.

Should you apply the Vienna Convention (CISG) to your sales?

The Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods (CISG) applies automatically to B2B sales between professionals located in signatory countries (more than 90 States, including France, Germany, the United States and China). It provides a specific regime for contract formation, transfer of risk and warranties.

Many exporters are unaware that this convention applies by default, without any need to mention it. A conscious choice must therefore be made in the bilingual GTC:

• either accept its application, which can facilitate dealings with Common Law partners,
• or expressly exclude it by means of a standard clause ("This sale is governed by French law to the exclusion of the Vienna Convention of 11 April 1980").

The choice depends on the commercial strategy, the type of product and the customer's profile.

Which jurisdiction or arbitration clause should you provide for?

The Brussels I bis Regulation (No. 1215/2012) governs jurisdiction within the European Union. The parties may designate a competent court by means of a jurisdiction clause. This clause must be drawn up in writing and formally accepted by the customer (express acknowledgement, double click, dedicated signature).

For contracts outside the EU, the effectiveness of the clause depends largely on local law. In countries where the enforcement of foreign judgments is difficult, international arbitration is often a better option. Arbitral awards benefit from the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, ratified by more than 170 States.

Selection criteria: for a customer established in Europe with local assets, French jurisdiction remains relevant. For a customer located in Asia, Africa or Latin America, an ICC or LCIA arbitration clause is often preferable, despite its cost.

Bilingual export GTC

The essential clauses to include

How do you draft a language clause without ambiguity?

Bilingual GTC must necessarily include a language clause designating the reference version in the event of a discrepancy between the two texts. Without this specification, a judge or arbitrator may uphold the version most favourable to the customer, or the one they consider the clearest.

Recommended wording: "These general terms and conditions of sale are drawn up in French and in English. In the event of a divergence of interpretation between the two versions, the French version shall prevail."

The choice of reference language depends on strategy: the French version offers the advantage of legal precision for a French seller, but may be challenged by an Anglo-American customer accustomed to Common Law. The English version facilitates a shared reading but exposes the parties to gaps in interpretation between civil-law and common-law concepts.

Why is the Incoterm crucial in your GTC?

The Incoterms (International Commercial Terms) published by the International Chamber of Commerce (ICC) allocate between seller and buyer the costs, risks and responsibilities associated with international transport. The version in force since 2020 (Incoterms 2020) offers 11 terms divided between multimodal transport (EXW, FCA, CPT, CIP, DAP, DPU, DDP) and maritime transport (FAS, FOB, CFR, CIF).

The choice of Incoterm has major legal and tax consequences:

• the moment of transfer of risk to the customer,
• responsibility for the main carriage and insurance,
• responsibility for export and import customs clearance,
• impact on VAT and customs duties.

Concrete example: a French SME selling DDP (Delivered Duty Paid) to India exposes itself to having to register for tax in India, to pay local VAT and to bear customs duties. Under FCA (Free Carrier), the same transaction is much simpler: the seller's responsibility ends upon handover to the carrier in France.

The Incoterm must be explicitly mentioned in the GTC, followed by the precise location ("FCA Roissy CDG, Incoterms 2020").

How do you secure payment internationally?

The risk of non-payment is statistically higher for export than domestically. The GTC must strictly govern the terms of payment. Several payment instruments can be mobilised depending on the level of customer and country risk:

The GTC must also provide for late-payment penalties and a fixed recovery indemnity, in accordance with Article L441-10 of the French Commercial Code for intra-EU sales.

What should you provide for regarding retention of title for export?

The retention of title clause is defined in Article 2367 of the French Civil Code: "Ownership of an asset may be retained as security by virtue of a retention of title clause that suspends the transfer effect of a contract until full payment of the obligation that constitutes the consideration for it. The ownership thus retained is ancillary to the claim whose payment it secures."

This clause allows the seller to recover the goods in the event of non-payment, even if they have been delivered. For export, however, its effectiveness depends on the law of the country where the asset is located at the time the clause is to take effect.

Points requiring vigilance:

• in Germany, the clause is widely recognised (Eigentumsvorbehalt),
• in Italy and Spain, registration formalities may be required,
• in Common Law countries (United Kingdom, United States), it may be treated as a security interest subject to registration,
• in some emerging countries, it may be unenforceable against third parties.

The clause must therefore be drafted with a twofold wording: extended (covering the price, ancillary items and processed products) and adapted to the formal requirements of the country of destination.

What are the legal pitfalls of a literal translation of the GTC?

Why do Common Law and Civil Law create risks of interpretation?

The main difficulty in drafting bilingual GTC lies not in the language but in the underlying legal system. French law (Civil Law) is based on codes and general principles, such as good faith (Article 1104 of the French Civil Code) or interpretation against the party who proposed the contract of adhesion (Article 1190 of the French Civil Code). Anglo-American law (Common Law) is based on case law, precedent and a very literal approach to the contract.

A word-for-word translation can therefore have radically different legal effects. The table below illustrates the main gaps to anticipate.

Civil Law vs Common Law

A penalty clause characterised as a "penalty" under English law may be declared void by the British courts, whereas it would be valid in France subject to adjustment by the judge. Likewise, the notion of force majeure defined in Article 1218 of the French Civil Code (an event beyond the debtor's control, unforeseeable and insurmountable) does not exist as a general principle in Common Law: it must be set out explicitly in the contractual clause.

How do you align your GTC with the GDPR internationally?

Any export sale generally involves the processing of personal data: name, address, contact details, payment data. The General Data Protection Regulation (GDPR) applies as soon as the seller is established in the European Union, but also where a non-European seller targets European residents.

For sales to third countries (outside the EU/EEA), the GTC must incorporate provisions on international data transfers. Several mechanisms exist:

• an adequacy decision by the European Commission (United Kingdom, Switzerland, Japan, United States under the Data Privacy Framework),
• the Commission's standard contractual clauses (SCC), to be appended to the GTC or to the contract,
• binding corporate rules (BCR) for international groups.

Failure to comply with these obligations may give rise to CNIL penalties of up to 20 million euros or 4% of total worldwide annual turnover, and to the suspension of data flows.

How do you align export GTC with international distribution contracts?

What are the risks of abrupt termination of a commercial relationship?

Article L442-1 of the French Commercial Code penalises the abrupt termination of an established commercial relationship. This provision applies to ongoing B2B relationships, even international ones, where French law is applicable or where the termination produces its effects in France.

An exporter who ends a relationship with a foreign distributor without sufficient notice may be ordered to pay damages calculated on the gross margin lost during the period of notice not granted. Case law generally allows for a notice period of one to eighteen months depending on the seniority and the degree of economic dependence of the partner.

To limit this risk, the GTC should be supplemented by a framework distribution contract specifying the duration, the conditions of termination and the arrangements for ending the relationship.

What tax issues are linked to export (VAT, transfer pricing)?

Export sales benefit in principle from a VAT exemption, provided one can demonstrate the actual departure of the goods from the territory of the European Union (delivery outside the EU) or their dispatch to another Member State to a customer identified for intra-Community VAT (intra-Community delivery).

The GTC must provide for:

• the statement of applicable VAT (exemption under Article 262 ter of the French General Tax Code for intra-Community deliveries, Article 262 I of the French General Tax Code for exports),
• the request for transport supporting documents (CMR, bill of lading, customer attestation),
• the adjustment clause in the event of a missing supporting document.

For international groups, the documentation of transfer prices is also a major topic: intra-group transactions must comply with the arm's length principle on pain of a tax reassessment.

How does Cabinet Mirabile Avocat support exporting businesses?

Cabinet Mirabile Avocat, based in Paris, provides daily support to micro-businesses, SMEs, startups and online retailers in their export operations. Our intervention covers the entire legal cycle of an international sale.

Audit and contractual strategy We analyse your international business model, identify risks by target country and build a contractual strategy tailored to your sector, your client base and your level of export maturity.

Drafting and legal translation of bilingual GTC Our lawyers draft your bilingual GTC (mainly FR/EN, other languages through partnerships), ensuring legal consistency between the two versions, rather than a mere literal translation. Each sensitive clause (applicable law, jurisdiction, Incoterm, retention of title, GDPR) is calibrated according to your target countries.

Securing international distribution contracts We support the negotiation and drafting of distribution, commercial agency, franchise and international partnership contracts, in conjunction with your GTC.

GDPR compliance and international transfers We put in place the mechanisms for transfers outside the EU (standard contractual clauses, BCR), draft your bilingual privacy policies and assist you in the event of a CNIL inspection.

Dispute prevention and management In the event of a dispute, we represent your interests before French and foreign courts, and in international arbitration proceedings (ICC, LCIA, CMAP).

Regulatory monitoring and training We keep our clients informed of regulatory developments (DSA, GDPR, customs law, international sanctions) and offer bespoke training sessions.

What are the key points to remember before exporting with bilingual GTC?

To secure your export sales, remember the following ten essential points:

1. Check that the product can be exported to the target country, without restriction (sanctions, embargo, local standards).
2. Identify the regulatory requirements of the country of destination (certifications, markings, labelling).
3. Determine the correct customs classification and prepare the EORI information.
4. Choose the appropriate Incoterm to allocate costs, risks and responsibilities clearly.
5. Secure payment with a method suited to the level of risk (down payment, documentary credit, credit insurance).
6. Draft consistent bilingual GTC, with a reference language and clauses tailored to export.
7. Prepare the mandatory commercial documents (commercial invoice, packing list, certificate of origin).
8. Check the consistency between the GTC, the invoice, the Incoterm and the transport documents.
9. Verify the transport insurance and the coverage of international risks.
10. Organise post-shipment monitoring (archiving, handling of claims, recovery).

Export is above all a matter of contractual consistency. An isolated bilingual GTC is not enough: it is the whole formed by the GTC, the distribution contract, the Incoterm, the means of payment and the customs documentation that genuinely reduces the risk.

Disclaimer: this article is intended to be informative and educational. It does not constitute personalised legal advice. Each export situation is unique and calls for a case-by-case analysis. To secure a specific transaction, it is recommended to consult a lawyer specialising in international trade law.