#Commercial Contracts Lawyer in Paris

A commercial contracts lawyer drafts, negotiates and secures the agreements that structure business relationships between professionals. Distribution, franchise, commercial agency, subcontracting, supply or general terms and conditions of sale: every B2B agreement binds the business over the long term. Article 1103 of the French Civil Code (Code civil) provides that lawfully formed contracts have the force of law for those who made them. Precise drafting prevents disputes and protects the client’s interests. Hashtag Avocats, based in Paris, assists businesses in designing and defending their commercial contracts.

The main B2B commercial contracts in France: distribution, franchise, agency

A business relationship rests on a variety of contracts, each governed by its own rules. A distribution agreement organises the sale of products by an independent reseller. A franchise agreement passes on know-how and a trade name in exchange for royalties. A commercial agency agreement entrusts an agent with negotiating business in the principal’s name, under a protective status.

A subcontracting agreement delegates the performance of a service to a third party, while the main contractor remains liable. A supply agreement secures purchasing flows over time. Finally, general terms and conditions of sale govern commercial arrangements between professionals. Each type of agreement calls for drafting suited to the economic balance sought.

Our team designs these contracts on a bespoke basis. It ensures that each clause is consistent with the commercial objectives and the legal framework. Every situation is different: a standard contract is not enough to protect a business relationship over the long term.

General terms and conditions of sale between professionals

General terms and conditions of sale (CGV) are the foundation of commercial negotiation. Article L441-1 of the French Commercial Code (Code de commerce) governs them. Any person engaged in production, distribution or services who draws up general terms and conditions of sale must disclose them to any buyer who requests them for a professional activity. These terms include, in particular, the payment terms and the elements used to determine the price.

Once drawn up, the general terms and conditions of sale form the sole basis of commercial negotiation. The parties may depart from them through special terms. Rigorous drafting of payment periods, late-payment penalties and price revision mechanisms protects the seller. Our team drafts and updates these documents in line with the law in force.

Sensitive clauses to negotiate

Some clauses determine the balance of the contractual relationship. Their drafting deserves particular attention because they concentrate most of the legal risk.

Term and termination

The term clause sets the time horizon of the commitment. A fixed-term contract secures the relationship over a defined period. A contract of indefinite duration allows termination at any time, subject to notice. The express termination clause (clause résolutoire) specifies the obligations whose non-performance will lead to the termination of the contract (Article 1225 of the Civil Code (in French)). Unless otherwise agreed, termination requires a formal notice that has gone unheeded and that expressly mentions the clause.

Exclusivity and non-compete

An exclusivity clause reserves a territory or a category of customers to one party. A non-compete clause prohibits a contracting party from carrying on a competing activity. These clauses must be limited in scope, duration and geographical area to remain valid. Overly broad drafting exposes the clause to being declared void. Our team calibrates these commitments to preserve their effectiveness.

Liability and penalties

A limitation of liability clause caps the compensation due in the event of a breach. A penalty clause sets the amount of the contractual sanction in advance. These provisions allocate the financial risk between the parties. The court retains the power to adjust penalties that are manifestly excessive or derisory (Article 1231-5 of the Civil Code (in French)). Balanced drafting secures their enforcement.

Good faith, the guiding principle of the contract

The performance of a commercial contract is subject to a requirement of fair dealing. Article 1104 of the Civil Code requires contracts to be negotiated, formed and performed in good faith. This provision is a matter of public policy: the parties cannot exclude it. It runs through the entire contractual relationship, from pre-contractual negotiations to the end of the contract.

Good faith gives rise to implied obligations of cooperation, information and consistency. A partner who behaves unfairly incurs liability. Our team advises its clients on how to conduct themselves when performing their contracts. It also secures the negotiation phase, which is often a source of litigation.

Termination of established commercial relationships

Ending a lasting commercial relationship is subject to protective rules. Article L442-1 of the Commercial Code penalises the abrupt termination of an established commercial relationship. It renders liable anyone who terminates without sufficient written notice, taking into account the duration of the relationship. The same provision also sanctions a significant imbalance in the rights and obligations of the parties.

The length of the notice period depends on the duration and intensity of the relationship. An abrupt termination exposes the party responsible to compensating the loss suffered by the ousted partner. Our team assists businesses in terminating relationships securely and in defending their rights when they suffer a wrongful termination. It combines contractual advice with litigation strategy.

From contract to litigation

A well-drafted contract reduces the risk of a dispute, without ever eliminating it. Non-performance, late payment or a differing interpretation of a clause can lead to litigation. The amicable phase, through formal notice and negotiation, usually precedes legal action. It sometimes makes it possible to preserve the commercial relationship.

If the dispute persists, the Commercial Court (tribunal de commerce) decides the case. Mediation and arbitration offer suitable alternatives for some cases. Our team ensures continuity between contractual advice and litigation. To find out more about this phase, see our page commercial litigation lawyer. Our expertise in unfair competition and company law complements our contractual support.

Frequently asked questions

Why have a lawyer draft a commercial contract in France?

A lawyer adapts the contract to the client’s economic situation and legal framework. The lawyer identifies the sensitive clauses and anticipates the risks of litigation. A tailor-made contract protects better than a standard template. It secures the relationship over time and clarifies each party’s obligations in the event of disagreement.

What is the abrupt termination of a commercial relationship (rupture brutale)?

It is the ending of an established commercial relationship without sufficient written notice. Article L442-1 of the Commercial Code makes it a fault that renders its author liable. The length of the notice period depends on the duration and intensity of the relationship. The ousted partner may obtain compensation for the loss suffered.

Are general terms and conditions of sale mandatory in France?

Drawing them up is not compulsory, but disclosing them is. Article L441-1 of the Commercial Code requires them to be sent to any professional buyer who asks for them. Once drawn up, they form the basis of the commercial negotiation. Careful drafting secures payment terms and pricing arrangements.

Is a non-compete clause always valid?

No. To be valid, it must be limited in scope, duration and geographical area. A clause that is too broad risks being declared void. It must also protect a legitimate interest of the beneficiary. Proportionate drafting makes it more effective in a dispute.

Official sources

• Article 1103 of the French Civil Code (binding force of contracts): Légifrance (in French)
• Article 1104 of the French Civil Code (good faith): Légifrance (in French)
• Article L441-1 of the French Commercial Code (general terms and conditions of sale, transparency): Légifrance (in French)
• Article L442-1 of the French Commercial Code (abrupt termination, significant imbalance): Légifrance (in French)

Law in force as at 5 October 2026. This content provides general information and does not constitute legal advice. Every situation is different: contact our team to draft or secure your commercial contracts.