The general conditions of sale (CGV) aim to simplify contractual relations and ensure legal protection for all parties concerned. They make it possible to standardize procedures, as well as the rights and obligations linked to transactions. But what should the T&Cs contain, why are they so important and what sources of errors should be monitored when drafting them?
Summary
- The General Conditions of Sale are pre-formulated contractual conditions that the seller applies to all of its sales.
- They are only enforceable if the buyer is aware of them and has accepted them before the conclusion of the contract.
- They must contain certain mandatory information, in particular on the price, delivery, guarantees and the right of withdrawal.
- The templates and generators constitute a basis, but the T&Cs must be adapted to each online store.
- Frequent errors: clauses attributing jurisdiction to consumers, information on non-compliant withdrawal, unspecified return costs and absence of a mediator.
What are the general conditions of sale?
The general conditions of sale, or CGV, are pre-formulated contractual conditions that one party to the contract, generally the seller, makes available to the other party (the buyer). An essential characteristic of the General Terms and Conditions lies in the fact that the contract is established unilaterally by the seller. It is therefore not negotiated individually, but applies in principle to all purchases made from the company concerned. If the seller modifies the T&Cs, he is required to inform the contractors. Only after acceptance of these changes can a new contract be concluded.
Under what conditions are the General Terms and Conditions legally valid?
For the General Terms and Conditions to be legally valid, the seller must expressly inform his contractors of their existence. The latter must accept the General Terms and Conditions, which generally involves a confirmation of the T&Cs explicit. The seller is also required to clearly draw the attention of his customers to the General Terms and Conditions before concluding the contract. When this proves difficult, for example in a department store, a cinema or a car park, it is sufficient for the T&Cs to be displayed clearly. In these situations, the purchase of a product or the use of a location constitutes acceptance of the T&Cs.
Note
Given that the contract is established unilaterally, the law imposes limits on the seller for the benefit of the co-contractors, in particular the Civil Code (adhesion contracts), the Consumer Code (unfair clauses) and the Commercial Code. Any violation of these rules may result in legal consequences. These provisions may vary depending on the sector, it is recommended to consult a legal advisor.
Why are T&Cs important for online stores?
Companies that conclude a large number of contracts on a daily basis, for example in the form of sales, already benefit from the protection provided by the Civil Code and the Commercial Code. Thanks to the general conditions of sale, sellers can define their own contractual rules without having to negotiate them individually with each customer.
Clear clauses are a central element in making your online store legally secure. They make it possible to define from the start what the rights and obligations of each party are. In the field of e-commerce (online commerce), where the contractors do not meet physically, the T&Cs are of particular importance as legal basis of the contract.
✓ The big advantage: the same conditions apply to each purchase and to all contractors.
✗ The disadvantage: Buyers must accept the T&Cs before concluding the contract in order to finalize a purchase.
What should you pay attention to when drafting general conditions of sale?
The delivery and contract conditions applicable before a purchase are defined by the seller or the professional. However, when writing, he does not have total freedom, because there are requirements regarding the elements to be included in the T&Cs. This includes clarifying who bears liability in the event of damage or on whom the burden of proof rests, including for damage occurring after receipt of the goods. For contracts concluded between traders, the competent court in the event of a dispute can also be designated. In addition, the professional is required to respect an obligation of clarity, which means that the T&Cs must be written in an understandable manner, including for people without legal knowledge.
The following elements should appear in the T&Cs:
- Seller Information
- Scope and Scope
- Purpose of the contract
- Time limit
- Formal conditions
- Limitation of liability
- Payment terms
- Delivery conditions
- Guarantees if applicable
- Reservation of title
- Information on the possibilities for archiving the contract text
- Contact details of the consumer mediator
- For international customers: information on available languages
Note
The general conditions of sale are subject to judicial review. When a court judges that a clause of the General Conditions of Sale is invalid or abusive, it is deemed unwritten and the legal provision applies. The General Terms and Conditions thus help to protect both the seller and the buyer.
Examples and models of general conditions of sale
It is generally not recommended to create general conditions of sale online in a fully automated manner or to copy those of the competition. Free T&C generators, in particular, often produce texts that are too general, which do not cover all legal aspects relevant to the respective online store.
On the other hand, paid general conditions of sale models and recent tools offering industry-specific models can provide useful benchmarks and constitute a relevant working basis for drafting general conditions of sale. However, it should be kept in mind that the proposed T&Cs are not automatically adapted to each company in the same sector and do not, on their own, guarantee legal compliance.
What are the most common mistakes when creating general conditions of sale?
- Ignoring the primacy of special conditions: in the event of a discrepancy between the general conditions and specific conditions agreed with the customer, the latter prevail (article 1119 of the Civil Code). A clause in the General Terms and Conditions purporting to exclude any individual agreement therefore does not have the desired effect.
- Absence of reference to the language of the contract: buyers must be informed of the languages in which the sales contract can be concluded.
- Clauses attributing jurisdiction to consumers: these clauses designate the court before which disputes must be brought. However, they are deemed unwritten with regard to consumers and are only valid between traders.
- Introduction before the right of withdrawal: the information relating to the right of withdrawal must be clear and complete. Introductory or imprecise wording may result in non-compliance. If the information is absent or incomplete, the withdrawal period is extended by twelve months and the seller is exposed to administrative sanctions.
- Return costs not specified: if the consumer has not been informed before the conclusion of the contract that the return costs are his responsibility, these are borne by the seller.
- Information on the non-compliant right of withdrawal: the information relating to the right of withdrawal must preferably follow the legal model provided for by the regulations, with a clear structure and explicit titles such as “Right of withdrawal”, “Withdrawal period” and “Effects of withdrawal”. Any non-compliant presentation may result in legal risks for the seller.
- Forgetting the consumer mediator: any professional selling to consumers must guarantee them free recourse to a consumer mediator and indicate their contact details, particularly in the General Terms and Conditions and on their website. This mention is often forgotten and can be punished by an administrative fine.
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