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General Terms and Conditions of Sale for professionals: everything you need to know!
General Terms and Conditions of Sale (GTC) intended for business customers are an important legal document for companies that sell products or services online.
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General Terms and Conditions of Sale (GTC) intended for business customers are an important legal document for companies that sell products or services online.
The formal requirements of these GTC must comply with Article L. 441-1 of the French Commercial Code.
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Who must draft the GTC?
The GTC are drafted by the company that sells products or services online. This may notably be a web agency, a web developer or an e-commerce website.
It is important to note that the General Terms and Conditions of Sale are a legal document and must therefore be drafted by a legal professional in order to avoid any error or omission, particularly in the case of GTC intended for consumers, where many disclosures must be stated (Articles L. 111-1 et seq. of the French Consumer Code).
In the case of GTC intended for professionals, there is greater freedom.
What information must be provided in GTC intended for professionals?
The information that must be included in BtoB GTC, without being exhaustive, notably includes:
- the identity of the seller
- the description of the products or services sold
- the price or the factors used to determine the price
- the terms of payment and delivery
- the warranties and liabilities
- the terms for terminating the contract
- the applicable law and the competent court.
Are the GTC a contract?
Yes, the GTC are a contract between the seller and the buyer.
They have legal force and are enforceable in the event of a dispute, provided they have been accepted.
Is it mandatory to have GTC?
For business customers, there is no obligation to draft them, but if they are drafted, they must be communicated to customers who request them.
Failure to communicate these GTC is punishable by a fine of 75,000 euros for legal entities (Article L. 441-1 of the French Commercial Code).
Although not mandatory, these General Terms and Conditions of Sale make it possible to define the conditions of sale, to protect the seller in the event of a dispute and to inform the customer about the terms and conditions of the contract that binds them.
How to put GTC in place?
To put GTC in place, it is recommended to call upon a legal professional, who will ensure that the mandatory disclosures are included as well as provide stipulations that are favourable and consistent with your logistical and operational practices.
You can also find GTC templates online, but it is recommended to have them reviewed by a lawyer before using them.
What are the differences between GTC and TOU?
The GTC and the TOU are two different legal documents:
- The GTC are a contract between the seller and the buyer that defines the conditions of sale of a product or service.
- The TOU (Terms of Use), for their part, are a contract between the user and the website that defines the conditions for using the website.
Why accept the GTC?
By accepting the GTC, the customer undertakes to comply with the terms and conditions of the transaction. This contract therefore binds the parties. It makes it possible to protect the seller in the event of a dispute and to ensure a better purchasing experience for the customer.
In the absence of acceptance of these GTC, the latter will not be enforceable against the customer concerned.
The General Terms and Conditions of Sale are an essential legal document for any company that sells products or services online. They are often the only document binding the parties.
This document has the advantage of being standard and of being applicable to each sale, while limiting negotiations for each agreement.
Of course, if a customer wishes to negotiate the applicable stipulations, the parties can always draft Special Terms and Conditions of Sale.
If you are a web agency or an e-commerce website that offers online services, it is essential to put in place general terms and conditions of sale to protect your company and ensure a quality purchasing experience for your customers.
Do not take the risk of exposing yourself to penalties and contact me now to find out more about putting your GTC in place and protecting your web agency or your e-commerce website!
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Are GTC mandatory between professionals?
Between professionals, there is no obligation to draft GTC. But as soon as they exist, they must comply with the formal requirements of Article L. 441-1 of the French Commercial Code and be communicated to any professional buyer who requests them. In practice, they remain an essential protection tool.
What information should be included in BtoB GTC?
Without being exhaustive: the identity of the seller, the description of the products or services, the price or the factors used to determine it, the terms of payment and delivery, the warranties and liabilities, the termination terms, as well as the applicable law and the competent court. There is greater freedom than in BtoC.
Do GTC have the force of a contract?
Yes. The GTC constitute a contract between the seller and the buyer. They have legal force and are enforceable in the event of a dispute, provided they have been accepted by the buyer. This is why their drafting and acceptance must be handled with care.
Who must draft the GTC?
The GTC are established by the company that sells the products or services. As this is a legal document, it is better to have them drafted by a legal professional in order to avoid errors and omissions, particularly in BtoC, where many disclosures from the French Consumer Code are required.
What is the difference between BtoB GTC and BtoC GTC?
In BtoC, the French Consumer Code requires numerous protective disclosures (pre-contractual information, right of withdrawal, legal warranties). In BtoB, contractual freedom is greater and the formal requirements are lighter. GTC designed for professionals are therefore not suitable for a consumer clientele.
Do the GTC have to be accepted in order to apply?
Yes. To be enforceable, the GTC must have been brought to the buyer's attention and accepted by them, for example via a checkbox before the order is confirmed. GTC that have not been accepted risk being disregarded in the event of a dispute.
Can you copy a competitor's GTC?
This is not advisable. Copied GTC describe someone else's business and do not correspond to yours, with a risk of missing disclosures or unsuitable clauses. They are also protected by copyright. Tailor-made GTC remain the only truly effective protection.
What are well-drafted GTC really for?
Beyond the formal aspect, they frame the commercial relationship, set the terms of payment and delivery, allocate liabilities and settle disputes in advance. Well designed, they are a genuine strategic tool for securing and negotiating on behalf of the company.
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