Which Law Governs a Sale of Goods in France: the Civil Code, the French Commercial Code and the CISG

Which law governs a sale of goods in France?

Foreign businesses selling to or buying from France often expect to find a single Sale of Goods Act that answers every question. French law works differently. A sale of goods is not governed by one text but by several layers that apply at the same time: the Civil Code supplies the general law of every sale, the French Commercial Code adds special rules when the transaction is commercial, the Consumer Code intervenes when the buyer is a consumer, and international instruments such as the CISG and the EU regulations on applicable law take over once the sale crosses a border. Each layer answers a different set of questions, and more than one can apply to the same contract.

The starting point is that the Civil Code treats sale as a named contract and devotes more than a hundred articles to it. Those provisions set out what a sale is, when it is formed, what the seller must warrant and what the buyer must pay. Around that core, other codes attach targeted rules. The Commercial Code does not replace the Civil Code; it supplements it for sales that qualify as acts of commerce, changing the court, the way the contract is proved and the time you have to sue. The Consumer Code, in turn, layers mandatory protections on top when a professional sells to a consumer.

This structure matters commercially, not just academically. The applicable regime dictates which warranties the seller owes, how long a buyer has to bring a claim, whether a handwritten note is enough to prove the deal, and whether a dispute goes to the commercial court or to the ordinary civil court. Placing your sale in the right regime at the outset — ideally in the contract itself — is the single most effective way to avoid surprises. The rest of this guide walks through each layer and shows how they interact.

The Civil Code: the general law of the contract of sale

The Civil Code is the foundation. Article 1582 of the Civil Code defines sale as an agreement by which one party undertakes to deliver a thing and the other to pay for it — in substance, a transfer of ownership of an asset in return for a price in money. This definition carries two essential features: a transfer of ownership and a price expressed in money. If either is missing, the contract is something else — a barter, a gift or a service contract — and a different regime applies. A French judge is not bound by the label the parties chose and will requalify a contract by reference to its real content.

Sale under the Civil Code is a consensual contract. Article 1583 of the Civil Code provides that the sale is complete between the parties, and ownership passes, as soon as they have agreed on the thing and the price — even before delivery or payment, and without any writing. The Cour de cassation has consistently held that a sale is formed on that agreement alone, so an exchange of emails settling the goods and the price can bind the parties even though no formal contract has been signed. A writing is generally required only for proof or for specific sales (such as certain property transactions), not for the sale to exist.

The price is an essential element. Article 1591 of the Civil Code requires the price to be determined by the parties or at least determinable from the contract without a fresh agreement between them. A price that is fictitious or derisory is treated as no price at all, and the sale can be void for want of an essential element. Alongside formation, the Civil Code sets the seller's core duties — to deliver conforming goods and to warrant the buyer against hidden defects and against eviction — and the buyer's duty to pay and take delivery. These general rules apply to every sale unless a more specific text displaces them.

The French Commercial Code: commercial sales and acts of commerce

When a sale is a commercial transaction, the French Commercial Code supplements the Civil Code. Article L110-1 of the Commercial Code lists the operations the law treats as acts of commerce, including the purchase of goods for resale. A sale can be commercial by its nature, by its form or as an accessory to a trader's business. In practice, a sale between two companies acting for their businesses is normally commercial for both, while a sale where only one side is a trader is a mixed act — commercial for the trader and civil for the other party. This characterisation is the trigger for a distinct set of rules.

The consequences are practical. Commercial disputes go before the commercial court (the tribunal de commerce), a specialised court composed of elected merchant judges, rather than the ordinary civil court. Between traders, evidence is free: a commercial contract can be proved by any means — correspondence, invoices, order forms, witness testimony — without the writing requirements that apply in civil matters. Co-debtors in a commercial obligation are presumed jointly and severally liable, which strengthens a seller pursuing payment. These features make the commercial character of a sale a matter of real strategic weight for a foreign supplier.

Deadlines also change. Article L110-4 of the Commercial Code sets a five-year limitation period for obligations arising between traders, or between traders and non-traders, on the occasion of their commerce. That period governs, for example, an action for the price of goods sold. Because the general civil limitation period is also five years, the two often align, but the commercial rule has its own starting points and interacts with the special deadlines that apply to warranty claims. Getting the characterisation right tells you which court to sue in, how to prove your contract and how long you have to act.

The Consumer Code: when the buyer is a consumer

Where the buyer is a consumer and the seller a professional, the Consumer Code layers mandatory protections on top of the Civil Code. Its centrepiece is the legal guarantee of conformity (the garantie légale de conformité), which requires the goods to match the contract and to be fit for their ordinary use, and gives the consumer a right to repair or replacement. The origin of this guarantee is a European directive, transposed into French law, and it now covers goods with digital elements as well. It sits beside — and does not remove — the Civil Code warranties against hidden defects and eviction.

Two features make consumer sales distinctive. First, a defect that appears within a defined period after delivery is presumed to have existed at the time of sale, reversing the burden of proof in the consumer's favour. Second, these protections are mandatory: a professional cannot exclude or reduce the legal guarantee of conformity in its terms and conditions, and any clause purporting to do so is deemed unwritten. The same body of law controls unfair terms in consumer contracts, striking out clauses that create a significant imbalance between the parties. A foreign business selling to French consumers, including through a website, is exposed to this regime whatever its own standard terms say.

For business-to-business sales, the Consumer Code generally does not apply, because its protections are reserved for consumers and, in some provisions, non-professionals. The default for a B2B sale is the Civil Code, with its warranty against hidden defects and its greater freedom to allocate risk by contract. There is an important qualification: a professional buyer purchasing outside its own field of speciality may, in some circumstances, be treated more like a lay buyer, which limits how far the seller can exclude its warranties. Identifying the buyer's true status is therefore the pivot between two very different levels of protection.

The international layer: the CISG, Rome I and Incoterms

As soon as a sale crosses a border, a further layer appears. The most important instrument is the CISG (Vienna Convention 1980) — the United Nations Convention on Contracts for the International Sale of Goods, in force in France since 1988 and adopted by most of France's trading partners. The CISG is not a conflict-of-laws rule that points to a national law; it is substantive sales law that applies directly. It governs the formation of the contract and the rights and obligations of buyer and seller, including delivery, conformity and remedies for breach, but it leaves questions of validity and the transfer of property to national law.

The CISG applies of its own force in two situations: where the parties have their places of business in different contracting states, and where the rules of private international law lead to the law of a contracting state. Many foreign businesses are surprised to learn that, for a sale between a French company and a company in another CISG state, the Convention is the default — it applies unless the parties have excluded it. The Cour de cassation has held that where the parties have not excluded the Convention, the matters it governs are settled exclusively by its provisions, so a reflexive reference to the Civil Code in a French-law clause may not, on its own, displace it. Parties who prefer domestic French law must opt out clearly.

Two other instruments complete the picture. On applicable law, the EU Rome I Regulation gives effect to the parties' choice of law and, in the absence of a choice, applies the law of the seller's habitual residence for a sale of goods. On the commercial mechanics of delivery, the ICC Incoterms allocate cost, risk and the delivery point between the parties; they are contractual shorthand, not law, and they do not by themselves transfer ownership or decide breach. Read together, these instruments determine which national law fills the gaps the CISG leaves, and how delivery risk is shared in practice.

How to identify which regime governs your sale

Two questions place almost any sale in the right regime: who are the parties, and does the sale cross a border? The status of the parties decides the domestic layer. If the buyer is a consumer and the seller a professional, the Consumer Code and its mandatory guarantees apply. If both parties are traders acting for their businesses, the sale is commercial, the French Commercial Code applies and disputes go to the commercial court. If neither special regime is engaged, the Civil Code governs alone. Where only one side is a trader, the sale is mixed, and the applicable rules can differ depending on which party you are looking at.

The cross-border element decides the international layer. A purely domestic French sale stays within French codes. A sale between businesses in different countries brings the CISG and the EU regulations into play: the CISG may govern the substance, Rome I determines the national law that fills the gaps, and an Incoterm allocates delivery risk. The presence of a foreign seller or buyer, or delivery across a frontier, is enough to require this analysis — and French judges have a duty to consider the applicable law where they see that the seller is established abroad. A foreign business should assume the international layer is engaged until it has confirmed otherwise.

The most reliable way to control the outcome is to address it in the contract. A clear choice-of-law clause, a decision on whether to keep or exclude the CISG, an agreed Incoterm and a jurisdiction clause together tell everyone which regime applies before any dispute arises. Silence does not make the question go away; it simply hands the answer to the default rules and, ultimately, to a judge. The next sections explain how the layers rank when more than one could apply, and set out a step-by-step method for placing your own sale.

How the codes interact and which one takes priority

Because several layers apply at once, French law needs a rule for conflicts between them. The governing principle is that the special rule prevails over the general one — specialia generalibus derogant. The Civil Code provides the general law of sale, and its rules apply unless a special text says otherwise. When the Commercial Code or the Consumer Code lays down a rule that contradicts the Civil Code, the special rule wins on that point, while the Civil Code continues to govern everything the special text leaves untouched. The special regimes add to and adjust the general law; they rarely replace it wholesale.

The international layer follows its own priority logic. Where the CISG applies and has not been excluded, it displaces domestic sales law for the matters it governs — formation, obligations and remedies — so a French court will apply the Convention rather than the Civil Code articles on the same questions. For matters the CISG does not cover, such as validity or the passing of property, the court turns to the national law designated by Rome I. Between EU member states, the EU regulations on applicable law take precedence over older conflict conventions for the matters they cover. The result is a sequence: check the CISG first, then the applicable national law, then the special domestic code, with the Civil Code underneath it all.

A practical guide to placing your sale in the right regime

The analysis above becomes manageable once it is turned into a sequence of questions. Work through the following steps for any sale involving France, and record the answers in the contract wherever you can. The aim is to know, before signing, which warranties you owe or can claim, how long the deadlines run and which court would hear a dispute.

Frequently asked questions about the law governing sale of goods in France

What law governs a sale of goods in France?

There is no single sale-of-goods statute. The Civil Code supplies the general law of sale (Articles 1582 and following), the French Commercial Code adds rules for commercial sales, the Consumer Code protects consumers, and the CISG and EU regulations govern cross-border trade. Which layer applies depends on who the parties are and whether the sale crosses a border.

Is a sale between two companies commercial or civil?

A sale between two traders acting for their businesses is normally a commercial act for both under Article L110-1 of the Commercial Code. That routes disputes to the commercial court, allows the contract to be proved by any means, and applies the five-year limitation of Article L110-4. Where only one party is a trader, the sale is mixed and the rules can differ for each side.

Does the CISG apply automatically to a sale with a French company?

Often, yes. The CISG (Vienna Convention 1980) applies by default where the parties are in different contracting states, or where private international law points to a contracting state, unless the parties have excluded it. Many businesses wrongly assume a French-law clause displaces it; to be certain of applying French domestic law, exclude the Convention expressly in writing.

Does French consumer law apply to my B2B sale?

As a rule, no. The Consumer Code's mandatory protections, including the legal guarantee of conformity, are reserved for consumers and, in some provisions, non-professionals. A business-to-business sale defaults to the Civil Code. One exception is a professional buying outside its own field of speciality, who may receive some added protection.

Which code sets the warranties in a sale?

The Civil Code sets the general warranties — conforming delivery, the warranty against hidden defects and the warranty against eviction — for any sale. The Consumer Code adds a mandatory guarantee of conformity when the buyer is a consumer. For an international sale, the CISG governs the seller's liability for non-conforming delivery unless it has been excluded.

Does French law apply to a cross-border sale?

Not automatically. For an international sale, the CISG may govern the substance directly, and the applicable national law is determined by the EU Rome I Regulation — which gives effect to the parties' choice and otherwise applies the law of the seller's habitual residence. French law applies only if it is chosen or if the default rules lead to it.

Can I choose which regime governs my sale?

To a large extent, yes. A clear choice-of-law clause, an express decision to keep or exclude the CISG, an agreed Incoterm and a jurisdiction clause let you fix the regime before any dispute arises. What you cannot do is contract out of the mandatory protections of the Consumer Code when selling to a consumer.

Key takeaways on the law governing sale of goods in France

How our French lawyers help with the law governing sale of goods

Petroff Avocats advises both sellers into France and buyers from French suppliers on which regime governs their sales and how to control it. For sellers, we structure standard terms and individual contracts that place the sale in the intended regime, decide the CISG position, allocate delivery risk through the right Incoterm and set enforceable warranty and limitation clauses. For buyers, we assess whether the Civil Code, the French Commercial Code, the Consumer Code or the CISG gives the strongest remedy, protect claims against short deadlines, and pursue or defend disputes before the commercial and civil courts. Whether you are drafting cross-border terms or facing a dispute over defective or unpaid goods, we translate the layered French rules into practical decisions.

This article is for general information only. It does not constitute legal advice and does not create a lawyer-client relationship. French sale-of-goods law depends on the status of the parties and the international character of the transaction, and the position may change. Contact our French lawyers for advice on your situation.