Vente Entre Professionnels Template for France

A Vente Entre Professionnels is a specialized commercial sale contract designed for business-to-business transactions in France. This contract governs the sale of goods or services between professional entities, providing a comprehensive legal framework that complies with French commercial law requirements including the Code Civil, Code de Commerce, and the Loi de Modernisation de l'Économie.

When do you need this document?

You need a Vente Entre Professionnels contract when conducting any commercial sale between businesses in France. This includes manufacturers selling to distributors, wholesalers supplying retailers, service providers contracting with corporate clients, or any B2B transaction involving goods or services. The contract is essential when you need to establish clear terms for payment deadlines, delivery conditions, warranties, and risk transfer between professional parties. It's particularly important for high-value transactions, ongoing commercial relationships, or when dealing with new business partners where clear contractual terms protect both parties' interests.

Key legal considerations

Your Vente Entre Professionnels must include complete identification of both parties with SIREN numbers, registered addresses, and legal representatives. Payment terms are crucial and must comply with LME regulations limiting payment delays to 30 days from invoice date or 45 days end-of-month, unless justified by commercial circumstances. The contract should specify whether prices are quoted excluding tax (HT) or including tax (TTC), delivery terms including Incoterms, and risk transfer conditions. Warranty clauses must be clearly defined, including legal guarantees under the Code de la Consommation that apply even in B2B relationships. Consider including force majeure clauses, intellectual property protections, and dispute resolution mechanisms to prevent costly litigation.

Legal requirements in France

French law mandates specific elements in professional sale contracts under the Code Civil Articles 1582-1701-1. Your contract must clearly identify the object being sold and the agreed price to be legally valid. Under the Code de Commerce Articles L441-1 to L441-17, you must respect payment deadline regulations and avoid restrictive commercial practices. The contract must comply with EU Directive 2011/7/EU on combating late payment, which allows statutory interest charges and debt recovery compensation. Professional buyers benefit from legal guarantee protections under Code de la Consommation Articles L217-1 and following, ensuring conformity of delivered goods or services. Your contract should also include mandatory information disclosure requirements and respect competition law principles to avoid penalties under French commercial regulations.