General Sales Conditions (GSC): the complete guide

Want to develop a commercial activity? Then you'll need to write up some General Terms and Conditions of Sale.

This document, unfortunately often ignored by many entrepreneurs, is actually the real foundation of business relationships.

To clarify their nature and help you write them, today we're focusing on the General Terms and Conditions of Sale or GTC!

Definition of the General Terms and Conditions

The General Terms and Conditions of Sale (GTC) refer to all the clauses governing the contractual relationships between sellers and their customers, whether in B2C or B2B contexts.

These are intended to inform every customer about the conditions relating to the transaction, but also about a possible withdrawal period if one exists.

Unlike a more classic sales contract where there are clauses negotiated in advance by both parties, the GTC are standardized clauses, which apply as such to all contractors without negotiation.

Are they compulsory?    

Providing and sending the General Terms and Conditions of Sale to individual customers, legally called "consumers", by sellers, is a real legal obligation. This is defined in Article L.111-1 of the Consumer Code.

Here too, it is imperative for the client to take these into account before concluding the transaction.

It's not necessarily mandatory for B2B transactions. Therefore, it's absolutely essential that communication about the T&Cs is clear and precise. To this end, the Hamon Law, which came into effect on June 13, 2014, aims to strengthen the so-called 'pre-contractual' communication requirements for the seller.

Any failure to comply with such a requirement may result in a penalty provided for by law and corresponding to an administrative fine of €3,000 for a natural person or €15,000 for a legal entity.

It should be noted, however, that the law does not require the inclusion of a page dedicated to the T&Cs in a mobile application.

Steps to follow (drafting, communication, and acceptance by the client)

First of all, it is essential to focus on drafting such conditions. In this respect, a certain amount of information contained in the Payment Conditions must be included in the General Terms and Conditions of Sale: the payment conditions 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 details, including:

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

Next, it's also important to make sure that these are properly communicated to your customers. In this regard, it is mandatory to communicate the General Terms and Conditions of Sale (GTC) to any buyer who requests them in the context of a B2B activity. In the context of a B2C activity, which is aimed at so-called "non-professional" buyers, the company must automatically transmit the GTC to customers before the conclusion of any contract.

Finally, we need to look at the client's acceptance of the general terms and conditions of sale. Two steps need to be followed to make the acceptance official:

• The customer must have carefully read the terms and conditions.
• The latter must accept them BEFORE the contract is concluded. Acceptance must be evidenced by obtaining the buyer's signature.

When buying online, the seller must provide the customer with a link to the terms and conditions. The customer must then tick a box saying 'I confirm that I have read the general terms and conditions of sale'. Once this box is ticked, the customer is considered to have read them, even if they haven't opened them.

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

Finally, it's also necessary to send, in PDF format or by mail, an acknowledgment of receipt of the order in question, clearly and precisely stating the terms and conditions that the customer previously accepted.

A seller is required to provide a durable format of the terms and conditions in addition to any online acceptance because the European Court of Justice considers that a website, which can be modified at any time, does not constitute a durable document.

In conclusion, the General Terms and Conditions of Sale, although not always mandatory, are strongly recommended as they provide a framework for any transaction and protect the seller at the same time.