Doing business in France requires respect for French legal culture: heavily codified law, strict language requirements, and strong protection for weaker parties. At Musch Legal, we assist Dutch exporters to France almost weekly. The major reform of the Code Civil in 2016 made imprevision and general terms and conditions both broader and stricter at the same time. Knowing these rules prevents nullity and unexpected liability.
What is the legal issue? (What is different about French law?)
French law is heavily codified and offers strict protection for consumers, distributors, and parties in unbalanced bargaining positions. General terms and conditions must be expressly accepted under Article 1119 of the Code Civil. Sudden termination of commercial relations leads to liability under Article L442-1 of the Code de commerce. The Toubon Law (Law 94-665) regulates language requirements.
What does the law say? (Which French rules apply?)
The Civil Code (after the 2016 reform via Ordonnance 2016-131) regulates general contract law. Article 1195 of the Civil Code regulates unforeseen circumstances; Article 1130 et seq. defects of will; Article 1170 the impossibility of exonerting a substantial obligation. The Commercial Code regulates commercial relations; Article L442-1 prohibits sudden termination. The Toubon Law (94-665) mandates French in a consumer context. Registration via Registre du commerce et des sociétés (RCS) at Greffe.
Part
Netherlands
France
Contract general
Book 6 of the Dutch Civil Code
Civil Code art 1101 et seq.
Imprevision
Article 6:258 of the Civil Code with restraint
Article 1195 of the Civil Code more broadly
General terms and conditions
Art 6:233-234 of the Civil Code
Art 1119 Civil Code
Termination of commercial relationship
No specific law
Art L442-1 Code de commerce
Language
No requirement
Loi Toubon for B2C
Part
Netherlands
France
Contract in general
Book 6 of the Dutch Civil Code
Code Civil Art 1101 et seq.
Imprevision
Article 6:258 of the Dutch Civil Code (with restraint)
Article 1195 of the Dutch Civil Code broader
General Terms and Conditions
Art 6:233-234 Civil Code
Art 1119 Civil Code
Termination of commercial relationship
No specific law
Art L442-1 Commercial Code
Language
No requirement
Loi Toubon for B2C
What risks do companies face? (Where is the French risk?)
General terms and conditions in Dutch only or without proof of express acceptance are unenforceable. Exclusions of liability that affect the essence of the obligation are void under Article 1170 of the Civil Code. Sudden termination of a commercial relationship without a reasonable notice period almost always leads to compensation under L442-1. For consumer contracts, the Code de la consommation applies additionally.
Practical example from our practice (How did Musch Legal save a French supplier?)
Musch Legal represented a Dutch supplier in a dispute with a French purchaser under general terms and conditions without a French translation. The French court ruled that the terms and conditions had not been accepted under Article 1119 of the Code Civil. The limitation of liability lapsed. Damages 720,000 euros. Upon renegotiation, we incorporated: a bilingual contract (Dutch and French), explicit acceptance in the order confirmation, and a choice of Dutch law excluding the CISG. Subsequent contracts are effectively protected.
What can you do? (What do you arrange for every French client?)
Translate general terms and conditions into French. Ensure explicit acceptance is recorded in the order confirmation. Align the content of the General Terms and Conditions with the Civil Code reform of 2016. For distribution: respect Article L442-1 with generous notice periods. For consumers: respect the Loi Toubon (French is mandatory). For collection: use the EPO (Regulation 1896/2006) or injonction de payer. Register trademarks via the Madrid Protocol with the designation FR. Engage Musch Legal for a French contract template.
When are general terms and conditions internationally valid?