Art. 1582
The Civil Code definition of a sale: property is transferred in exchange for a price.
Solo consensu
Under French law ownership passes on agreement alone, before delivery or payment.
CISG 1980
The Vienna Convention is the default regime for cross-border B2B sales of goods.

What a sale of goods is under French law

Under French law, a sale of goods is defined by Article 1582 of the Civil Code as the contract by which one party undertakes to transfer ownership of a thing and the other to pay a price for it. Two elements are therefore essential: the transfer of ownership of a determined thing, and a price expressed in money. Remove either and you no longer have a sale — a transfer without a monetary price is a barter or an exchange, and a transfer with an intention to give rather than to be paid is a gift. French courts routinely re-characterise contracts that the parties have mislabelled, because the applicable legal regime follows the true nature of the agreement, not its heading.

The French contract of sale has three defining features that a foreign business should understand from the outset. It is consensual, meaning it is formed by the mere agreement of the parties on the thing and the price, without any writing or handing-over of the goods being required for validity. It is synallagmatic (reciprocal): the seller owes delivery and warranties, the buyer owes the price, and each obligation is the counterpart of the other. And it is translative of ownership: the very purpose of the contract is to move title from seller to buyer.

These characteristics carry practical consequences. Because the sale is consensual, an exchange of a firm offer and an unqualified acceptance can bind you even before any contract is signed — the Cour de cassation has repeatedly held that a sale is complete once the parties agree on the thing and the price. Because it is reciprocal, the general remedies of French contract law apply: a party may withhold its own performance if the other defaults (the exception d'inexécution), and either may seek termination for a serious breach.

The core rule

A French sale needs only two things to exist: a determined thing and a price in money. Agreement on both, without more, forms a binding contract — put the terms you actually want in writing, because silence is filled by the Civil Code's default rules, not by your assumptions.

Which law governs your sale of goods in France

The first question in any French sale is which body of law applies, because France has no single statute of sales. The Civil Code (Articles 1582 and following) sets out the general law of sale and applies to every contract of sale as a baseline. Where the sale is a commercial act — typically a sale of goods between two businesses for the purposes of their trade — the Commercial Code adds specific rules. Article L110-1 of the Commercial Code lists the acts that qualify as acts of commerce, and commercial status affects matters such as freedom of proof, jurisdiction of the commercial courts, and certain payment-term rules.

Where the buyer is a consumer rather than a business, the Consumer Code layers on protective rules that cannot be contracted away — a legal guarantee of conformity, controls on unfair terms, and withdrawal rights for distance and off-premises sales. Foreign suppliers selling directly to the French public should treat this as a distinct regime, because clauses that are perfectly valid business-to-business may be struck down as abusive against a consumer. For a fuller treatment of how these regimes interact, see which law governs the sale of goods in France.

For cross-border business-to-business trade, the decisive instrument is usually the United Nations Convention on Contracts for the International Sale of Goods 1980 (the CISG or Vienna Convention). France is a contracting state, so the CISG applies by default to sales of goods between parties whose places of business are in different contracting states, and it displaces the domestic French law of sale unless the parties expressly exclude it. Many businesses do not realise the CISG governs their contract until a dispute arises, having assumed that a choice of French law means the Civil Code — it does not, because the CISG is part of French law.

Cross-border default

A bare choice of French law in an international B2B sale generally selects the CISG, not the Civil Code. If you want the Civil Code to govern, you must exclude the Vienna Convention expressly. Between EU parties, the Rome I Regulation determines the applicable national law for questions the CISG does not settle.

Forming a valid contract of sale

A French sale must satisfy the general conditions of contract validity in Article 1128 of the Civil Code: the consent of the parties, their capacity to contract, and lawful and certain content. Consent must be free of the recognised defects — error, fraud (dol) and duress. In a sale of goods, the most common ground of attack is error on the essential qualities of the thing sold, or fraud where the seller has concealed information it was bound to disclose. French law imposes a general duty of good faith and, on professional sellers, a duty to inform and advise the buyer about the goods.

The thing sold must be in the stream of commerce and must be determined or at least determinable. A sale can validly bear on future goods — goods not yet manufactured or a crop not yet harvested — provided they are identifiable. By contrast, the sale of a thing that already belongs to someone other than the seller is void under French law, a rule that matters where goods are on-sold along a supply chain before title has actually passed.

The price is the second essential element. Article 1591 of the Civil Code requires that the price be determined and designated by the parties, or at least determinable by reference to objective factors that do not depend on the will of one party alone. A price left to the unilateral discretion of the seller is not a valid price and the sale may fail for want of price. In framework and supply arrangements, a pricing mechanism — an index, a formula, a reference market — is the safe way to satisfy this requirement while allowing prices to move over time.

Price pitfall

Do not leave the price to be fixed later at one party's discretion. Under Article 1591 the price must be determined or determinable by objective criteria; a purely discretionary price can render the sale void. Use an index or formula if the figure genuinely cannot be set at signature.

The seller's core obligations: delivery and conformity

The seller's primary obligation is delivery (the obligation de délivrance): to place the goods, and their accessories and related documents, into the buyer's possession and control. Delivery is not merely physical handing-over — it means providing goods that conform to what was contractually agreed, in the right quantity, of the right specification, and with the papers the buyer needs to use them. The Cour de cassation treats conformity to the order as inherent in the delivery obligation, and failure to deliver conforming goods can justify termination of the sale at the seller's expense.

Where the goods must be transported, delivery ordinarily takes place when the seller hands them to the first carrier, unless the parties agree otherwise or use an Incoterm that fixes a different point. For complex or technical equipment, French courts have held that the delivery obligation is not fully performed until the goods are actually commissioned and made to work as intended. The seller bears the burden of proving that it has performed delivery, so contemporaneous records — dispatch notes, acceptance protocols, signed delivery slips — are valuable evidence.

Beyond delivery, the seller owes statutory warranties that attach to the sale by operation of law: a guarantee against hidden defects in the thing sold, and a guarantee against eviction protecting the buyer's peaceful ownership and possession. These are default obligations — they apply even if the contract says nothing — and they are examined in detail below. For a deeper look at what the seller must deliver and guarantee, see the seller's delivery and conformity obligations.

  • Deliver goods conforming to the contract in quantity, quality and specification.
  • Hand over accessories and the documents needed to use or register the goods.
  • Guarantee the buyer against hidden defects that render the goods unfit for their purpose.
  • Guarantee the buyer against eviction and against the seller's own disturbance of possession.

Transfer of ownership and risk in a French sale

French law follows the solo consensu principle: ownership passes by the mere agreement of the parties. Article 1583 of the Civil Code states that the sale is complete and ownership is acquired by the buyer as soon as the thing and the price are agreed, even though the thing has not yet been delivered nor the price paid. Article 1196 confirms that, in contracts that transfer ownership, title passes on the conclusion of the contract. This is one of the most distinctive features of the sale of goods in France, and it surprises businesses from legal systems where title passes only on delivery or payment.

The corollary is the rule that risk follows ownership (res perit domino): the party who owns the goods at the moment they are accidentally lost or damaged bears that loss. Because ownership passes on agreement, risk in principle passes to the buyer at that same moment — so a buyer can become owner, and bear the risk of destruction, before ever taking physical possession. For goods sold by weight, count or measure, risk passes only once the goods are individualised; for a sale of an identified bulk, risk passes on conclusion of the contract.

Both rules are default rules that the parties can and routinely do vary by contract. A seller will commonly defer the transfer of ownership until full payment through a retention-of-title clause, and the parties will fix the point of risk transfer directly or by adopting an Incoterm. Where the contract sets a date for the buyer to take the goods, risk passes to the buyer at that date. Because the default and the contractual position can diverge, it is essential to state expressly, and consistently, when ownership passes and when risk passes. See transfer of ownership and risk in a French sale for the detail.

Ownership before delivery

Under Article 1583, the buyer can become the legal owner — and carry the risk of loss — the instant the thing and price are agreed, before any goods move. If that is not what you intend, say so in the contract and align your ownership, risk and insurance clauses.

The two statutory guarantees: hidden defects and eviction

French sales law imposes two warranties on every seller by operation of law. The first is the guarantee against hidden defects (garantie des vices cachés) under Article 1641 of the Civil Code. The seller is bound to warrant the goods against latent defects that render them unfit for their intended use, or that so diminish that use that the buyer would not have bought, or would have paid less, had it known. The defect must be hidden (not apparent on reasonable examination), must exist at the time of sale, and must be serious enough to defeat the goods' ordinary purpose.

A buyer who establishes a hidden defect may choose between returning the goods and recovering the price, or keeping the goods and recovering part of the price. Damages may also be available, and French courts hold professional sellers to a demanding standard, presuming that a professional knew of the defects in what it sold. The action must be brought within the time limit the law prescribes for the hidden-defects claim, which runs from discovery of the defect. See warranty against hidden defects for how the guarantee operates in practice and how it can be limited.

The second is the guarantee against eviction (garantie d'éviction) under Article 1626 of the Civil Code. The seller must guarantee the buyer's peaceful ownership and possession: it must not itself disturb the buyer's enjoyment, and it protects the buyer against third parties who assert a superior right — for example, a genuine owner who reclaims goods that were not the seller's to sell, or a holder of an undisclosed security or intellectual-property right. This warranty is why a proper title and provenance check matters when buying goods, machinery or stock in France.

Related reading

Hidden defects and non-conformity are distinct claims under French law and are not interchangeable — the Cour de cassation has held that an action for non-conforming delivery cannot be confused with the hidden-defects action. Choosing the right basis, and acting within its time limit, is often decisive.

Price, payment and non-performance

The buyer's central obligation is to pay the price at the time and place the contract fixes, and to take delivery of the goods. If the buyer fails to pay, the seller has a range of remedies under French contract law: it may demand enforced payment, withhold its own performance while the buyer remains in default, claim damages for the loss caused, and, for a sufficiently serious breach, seek résolution — termination of the contract — which unwinds the sale and can require the goods to be returned. Between businesses, statutory rules also govern payment periods and late-payment interest.

The most effective protection for an unpaid seller of goods is a retention-of-title clause (clause de réserve de propriété). Such a clause departs from the solo consensu default by deferring the transfer of ownership until the price is paid in full, so that the goods remain the seller's property in the buyer's hands. Its great value appears if the buyer becomes insolvent: a validly drafted and communicated clause allows the seller to reclaim goods that are still identifiable, rather than ranking as an ordinary unsecured creditor. To be effective it must generally be agreed no later than delivery and be capable of proof.

Retention of title is not a cure-all — it protects the goods themselves, not resale proceeds unless the clause and the law extend that far, and its effect in an insolvency is governed by strict rules and deadlines. It should be combined with clear invoicing, robust general conditions of sale, and, where appropriate, personal or bank guarantees. For how these clauses are drafted and enforced in France, including in insolvency, see retention of title clauses.

Secure your payment

Put a retention-of-title clause in your general conditions of sale and ensure the buyer accepts it before or at delivery. Combined with clear payment terms and traceable stock, it is the single most useful protection for a foreign seller supplying goods on credit into France.

Selling goods into France from abroad

A foreign business selling goods into France should settle three things before shipping: the delivery terms, the applicable law, and the forum for disputes. Incoterms are the standard tool for allocating the cost and moment of delivery, the point at which risk of loss in transit passes, and who arranges carriage and insurance. But note a French subtlety: an Incoterm fixes the transfer of risk and the logistics, not the transfer of ownership. Ownership continues to be governed by the contract and the applicable law, so an Incoterm alone does not answer the title question — you still need an ownership and, if wanted, a retention-of-title clause.

On applicable law, decide deliberately whether the CISG governs or whether you exclude it in favour of a chosen national law, and record that choice unambiguously. On jurisdiction, choose either the courts of a named country or arbitration, and make the clause clear and enforceable. Absent a valid choice, EU conflict-of-laws rules and the international conventions can lead to a law and a forum you did not anticipate — for cross-border performance shocks, our note on force majeure and hardship explains how French law treats supervening events.

Finally, foreign suppliers who build up a settled, ongoing flow of orders with a French customer should be aware of the rupture brutale risk under French commercial law. Abruptly ending an established commercial relationship without reasonable written notice can expose the terminating party to liability for the harm caused, even where each individual order was properly performed and even where no formal framework contract exists. The required notice grows with the length and importance of the relationship, so exits from long-standing supply arrangements should be planned and documented, not improvised.

Three things to fix before you ship

Set the Incoterm (delivery, risk, carriage), the applicable law (CISG or an excluded-CISG national law), and the dispute forum (a named court or arbitration). Then add an ownership and retention-of-title clause, because the Incoterm does not decide who owns the goods.

A practical checklist for a sound sale of goods in France

The rules above translate into a short sequence of practical steps. Working through them before you contract turns the Civil Code's default rules from a source of surprise into a framework you control, whether you are the seller or the buyer in a French sale of goods.

Step 1
Identify the regime
Confirm whether the Civil Code, the Commercial Code, the Consumer Code or the CISG governs — and, for cross-border B2B sales, decide expressly whether to keep or exclude the Vienna Convention.
Step 2
Nail down thing and price
Describe the goods precisely and fix a determined or determinable price under Article 1591, using an index or formula where the figure cannot be set at signature.
Step 3
Fix ownership and risk
State when ownership passes and when risk passes, rather than relying on the solo consensu default, and align these with your Incoterm and your insurance cover.
Step 4
Address the warranties
Decide how the guarantees against hidden defects and eviction apply, and whether and how far they are limited — bearing in mind the strict treatment of professional sellers.
Step 5
Secure payment
Set clear payment terms and late-payment interest, and include a retention-of-title clause accepted no later than delivery to protect goods if the buyer defaults or fails.
Step 6
Choose law and forum
Record an unambiguous choice of applicable law and of court or arbitration, and, for ongoing supply, plan notice periods to avoid rupture brutale liability.

Frequently asked questions about the sale of goods in France

What law governs a sale of goods in France?

The Civil Code sets the general law of sale, the Commercial Code adds rules for commercial sales between businesses, and the Consumer Code protects buyers who are consumers. For cross-border business-to-business sales, the CISG (Vienna Convention) usually applies by default unless the parties exclude it.

When does ownership of the goods pass under French law?

Under the solo consensu principle in Articles 1583 and 1196 of the Civil Code, ownership passes as soon as the parties agree on the thing and the price, even before delivery or payment. The parties can defer this — most commonly through a retention-of-title clause deferring title until full payment.

Who bears the risk if the goods are destroyed before delivery?

French law links risk to ownership (res perit domino), so the owner at the moment of accidental loss bears it. Because ownership passes on agreement, the buyer can bear the risk before taking possession. Incoterms and contract clauses commonly move the point of risk transfer, so this should be stated expressly.

Does choosing French law mean the Civil Code applies?

Not necessarily. For an international B2B sale of goods, a bare choice of French law generally selects the CISG, because the Vienna Convention is part of French law. If you want the Civil Code to govern instead, you must exclude the CISG expressly in the contract.

What warranties must a French seller give?

By operation of law the seller owes a guarantee against hidden defects under Article 1641 and a guarantee against eviction under Article 1626, in addition to delivering conforming goods. These apply even if the contract is silent, and professional sellers are held to a demanding standard.

How can a foreign seller secure payment when supplying goods to France?

The most effective tool is a retention-of-title clause that keeps ownership with the seller until the price is paid in full. Agreed no later than delivery and combined with clear payment terms, it lets the seller reclaim identifiable goods if the buyer becomes insolvent.

What is rupture brutale and why does it matter to suppliers?

It is the sudden termination of an established commercial relationship without sufficient written notice, which French commercial law treats as wrongful. A supplier that abruptly stops an ongoing flow of orders can be liable for the resulting loss even if each order was properly performed, so exits should be planned with adequate notice.

Key takeaways on the sale of goods in France

In brief
A French sale needs only a determined thing and a price in money; agreement on both forms a binding contract under Article 1582.
There is no single sales statute — the Civil Code, Commercial Code, Consumer Code and the CISG each govern different sales, so identify the regime first.
Ownership passes solo consensu on agreement (Articles 1583 and 1196), and risk follows ownership unless the contract or an Incoterm says otherwise.
The seller owes delivery of conforming goods plus statutory guarantees against hidden defects (Art. 1641) and eviction (Art. 1626).
A retention-of-title clause agreed by delivery is the strongest protection for an unpaid seller, especially if the buyer becomes insolvent.
When selling into France, fix the Incoterm, applicable law and forum expressly, and mind the rupture brutale risk on established supply relationships.

How our French lawyers help with the sale of goods in France

Petroff Avocats advises both foreign sellers supplying the French market and buyers sourcing goods from France. For sellers, we draft and review conditions of sale, price and payment mechanics, retention-of-title clauses, warranty limitations and Incoterm and choice-of-law provisions, and we manage the exit from long-standing supply relationships to contain rupture brutale exposure. For buyers, we check title and provenance, negotiate warranty and delivery terms, and pursue remedies for hidden defects, non-conformity or eviction. When a dispute arises, we act before the French commercial courts and in arbitration, and we advise on whether the CISG or domestic French law governs your contract.

Selling or buying goods in France?

Our French lawyers draft, review and enforce contracts of sale for foreign businesses. Contact us to put your French sales on a secure footing.

Discuss your matter

This article is for general information only. It does not constitute legal advice and cannot be relied upon as a substitute for advice on your specific circumstances. French sales law is applied case by case and depends on the facts and the applicable regime. Contact our French lawyers for advice on your situation.