General terms and conditions of sale (GTCS) are a cornerstone of commercial contracts, providing a framework for the relationship between a professional and his or her customers. But beware: certain clauses, even when carefully drafted, can be considered abusive or even illegal. In 2025, vigilance is the order of the day: the courts and the DGCCRF are keeping a close eye on CGVs, and the penalties can be severe. Here’s what you can no longer write.
What is an unfair term?
An unfair term is a contractual provision that creates a significant imbalance between the rights and obligations of the parties, to the detriment of the customer. It is deemed unwritten, i.e. it is unenforceable and may be penalized.
The French Consumer Code (article L212-1) regulates unfair terms in contracts concluded between a professional and a consumer. But certain protections also extend to professionals when they are considered “uninformed” in the commercial relationship.
🔎 The French Commercial Code (articles L442-1 et seq.) protects economic partners against imbalances in B2B contracts.
Examples of prohibited clauses in General Terms and Conditions
Numerous clauses have already been deemed unfair by the courts. Here are a few that should be strictly avoided:
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Exclusion or excessive limitation of liability, in particular for gross negligence or personal injury;
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Clauses imposing unilateral penalties with no equivalent for the other party;
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Advance waiver of right of recourse or legal action;
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Unilateral modification of the contract without prior notice or legitimate reason;
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Obligation to pay without immediate or identifiable consideration;
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Excessive commitment period or tacit renewal without clear information.
These clauses, if included in the GTS, can not only be annulled, but can also lead to administrative fines, or even group actions by consumer associations or competitors.
Real risks for the company
The use of unfair terms exposes the company to several types of sanctions:
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Action for nullity of the clause by the customer or a competitor ;
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Complaint to the DGCCRF, which may lead to an inspection and a removal order;
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Financial penalties of up to €15,000 for natural persons and €75,000 for legal entities, in the event of misleading or unfair commercial practices;
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Damage to corporate image.
In some cases, the whole contract may be weakened if several essential clauses are annulled.
How do you draft legally sound terms and conditions?
To avoid abusive clauses, it’s essential to adopt clear, balanced wording that complies with regulations. Here are a few best practices:
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Tailor your terms and conditions to your target audience: consumers, informed or uninformed professionals;
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Regularly review terms and conditions of sale, especially in the event of changes in business model or legislation;
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Avoid unbalanced, vague or misleading clauses;
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Ensure transparency on prices, deadlines, guarantees and cancellation terms.
An audit of your terms and conditions is often more profitable than litigation. It helps to prevent disputes, strengthen your customers’ confidence and secure your commercial relations.
Anticipate to avoid disputes
General terms and conditions of sale are more than just contractual formalities: they are documents with direct legal implications, which engage the company’s responsibility. Poorly drafted, they can be held against you.
At Avocat Desrumaux, we support companies in drafting, reviewing and auditing their terms and conditions of sale, to ensure their compliance and legal robustness. Whether you’re an e-tailer, a service provider or an industrial player, we can help you draft clear, legal and protective terms and conditions.
Would you like to secure your terms and conditions or check the compliance of your contracts? Contact us for a customized analysis and concrete recommendations.
