General Sales Conditions (GSC): the complete guide

Are you planning to develop a commercial activity? Then you'll need to draw up General Terms and Conditions of Sale.

This document, which is unfortunately often ignored by many entrepreneurs, is the cornerstone of commercial relations.

To shed some light on their nature and help you draw them up, we're focusing today on the General Sales Conditions or GSC!

Definition of Terms and Conditions

General Sales Conditions or GSC refer to all the clauses governing contractual relations between sellers and their customers , whether B-to-C or B-to-B.

These are intended to inform customers about the terms and conditions of the transaction, as well as any withdrawal period, if any.

Unlike a conventional sales contract, which contains clauses negotiated in advance by both parties, the GTS are standardized clauses, which apply as such to all contracting parties without negotiation.

Are they compulsory?    

Sellers are legally obliged not only to draw up, but also to pass on General Sales Conditions to their private customers- legally referred to as "consumers". This is defined in article L.111-1 of the French Consumer Code.

It is also imperative for the customer to take these into account before concluding the transaction.

This is not necessarily mandatory for B-to-B transactions. For this reason, it is absolutely essential that communication around the GCS be clear and precise. To this end, the Hamon Law, which came into force on June 13, 2014, reinforces the seller's pre-contractual communication obligations.

Failure to comply with this requirement may result in the imposition of a statutory administrative fine of €3,000 for an individual or €15,000 for a legal entity.

It should be noted, however, that there is no legal requirement for mobile applications to include a page dedicated to terms and conditions.

Steps to follow (drafting, communication and customer acceptance)

First and foremost, it's essential to get down to drafting these conditions. In this respect, a certain amount of information contained in the Terms of Payment must be included in the General Terms and Conditions of Sale: the terms of payment must be mentioned in the General Terms and Conditions of Sale, as specified in article L441-6 of the French Commercial Code.

These must themselves contain a certain number of indications, including :

• Payment terms available to customers
• The possibility of early payment discount
• Any penalties applicable in the event of late payment
• The amount of compensation for collection costs

Secondly, it is also important to ensure that these are properly communicated to customers. In this respect, it is compulsory to communicate the GTC to any buyer who may request them in the context of a B-to-B activity. In the case of B-to-C business, i.e. business with "non-professional" buyers, the company is obliged to automatically forward the GTCs to its customers, prior to the conclusion of any contract.

Finally, we look at the customer's acceptance of the General Terms and Conditions. For acceptance to be official, two steps must be followed :

• The customer must have read and understood these terms and conditions.
• The latter must accept them BEFORE concluding the contract. Acceptance must be evidenced by the buyer's signature.

When purchasing over the Internet, it is mandatory for the seller to provide the customer with a link to the terms and conditions of sale. The customer must then tick a box stating "I have read and understood the terms and conditions of sale". Once this box has been ticked, the customer will be deemed to have read and understood the terms and conditions, even if they have not opened them.

If the box is not checked, the transaction cannot be considered valid.

It is also necessary to send, in PDF format or by post, an acknowledgement of receipt of the order in question, clearly and precisely containing the terms and conditions previously accepted by the customer.

This is because the European Court of Justice considers thata website, which can be modified at any time, does not constitute a durable document.

In conclusion, General Sales Conditions, even if not always compulsory, are highly recommended, as they provide a real framework for any transaction, while at the same time protecting the seller.