Section 1: General terms and conditions of sale

Articles in this section · 4

L441-1L441-1-1L441-1-2L441-2

Article L441-1-2

French Commercial codeIn force
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Updated 7 Nov 2023

I.-A wholesaler is any natural or legal person who, for professional purposes, purchases products from one or more suppliers and resells them, on a principal basis, to other traders, wholesalers or retailers, to processors or to any other professional who obtains supplies for the needs of his business. Central buying groups or wholesaler referencing centres are treated in the same way as wholesalers.

The concept of wholesaler does not include companies or groups of natural or legal persons operating, directly or indirectly, one or more retail shops or operating in the distribution sector as a central purchasing or referencing office for retail companies.

II.-The general terms and conditions of sale applicable to wholesalers, both in their dealings with suppliers and in their dealings with purchasers, include in particular the terms of payment as well as price-determining elements such as the scale of unit prices and any price reductions.

III.-Any wholesaler who draws up general terms and conditions of sale is required to communicate them to any buyer who requests them for professional purposes. This communication shall be made by any means constituting a durable medium.

These general terms and conditions of sale may be differentiated according to the categories of purchasers of products or services. In this case, the obligation to communicate prescribed in the first paragraph of this III relates solely to the general terms and conditions of sale applicable to the same category of purchaser.

IV.-Once the general terms and conditions of sale have been drawn up, they constitute the sole basis for commercial negotiation.

As part of this negotiation, the wholesaler and his buyer may agree special conditions of sale which are not subject to the disclosure obligation prescribed in III.

Where the price of a service cannot be determined a priori or indicated accurately, the service provider is obliged to communicate to the recipient who so requests the method of calculating the price enabling the price to be verified or a sufficiently detailed estimate.

V.-Article L. 441-1-1 does not apply to wholesalers.

VI.-Any breach of II of this article is punishable by an administrative fine of up to €15,000 for a natural person and €75,000 for a legal person

Mariela Petrova

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Any time a strategic decision changes how the company is owned, governed or contractually bound — incorporation, fundraising, M&A, restructuring, shareholder agreements, or major commercial contracts. Earlier engagement always costs less than later remediation.

A notary (notaire) is a public officer who authenticates specific deeds (mainly real-estate transfers and certain family-law acts). A corporate lawyer (avocat) advises on strategy, negotiates and drafts company documents, and represents you in disputes. The two roles complement rather than overlap.

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Mariela Petrova

Mariela Petrova

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15+ Years In Corporate Practice

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Communications protected by professional secrecy — secret professionnel de l'avocat, Article 66-5 of the Law of 31 December 1971.

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