Business Contracts

Article 1582 of the Civil Code defines a sale as an arrangement whereby one party undertakes to deliver a thing, and the other to pay for it. The contract of sale therefore implies an obligation to provide, as opposed to the agency agreement, which is characterized by an obligation to do something (for someone else).
Furthermore, the contract of sale relates to a thing and not a service, unlike ag …

Contract of sale

Article 1582 of the Civil Code defines a sale as an arrangement whereby one party undertakes to deliver a thing, and the other to pay for it. The contract of sale therefore implies an obligation to provide, as opposed to the agency agreement, which is characterized by an obligation to do something (for someone else).

Furthermore, the contract of sale relates to a thing and not a service, unlike agreements for the provision of services such as agency agreements or contracts for services (contrats d'entreprise).

Yet agency and sale are intertwined in commercial distribution, and the question has arisen as to whether a retailer who obtains products from a manufacturer for resale is a seller or an agent. To determine whether or not there has been a sale, it is necessary to establish whether there has been a dual transfer of ownership, firstly between the manufacturer and the distributor, and secondly between the distributor and the end customer. Failing this, the transaction may be qualified as an agency agreement. Thus, according to the Court of Cassation, the contacts established between the supplier and the distributor's customers, in the case of custom-made products, do not transform the distribution agreement into an agency agreement, since prior to their resale, the distributor acquires ownership following firm sales concluded with the supplier .

Agency agreements cannot be treated in the same way as contracts of sale in respect of the application of consumer protection legislation. Thus, according to the Bordeaux Court of Appeal, the provisions of Article L.217-4 of the Consumer Code governing the obligation to supply goods in conformity do not apply to agency agreements, since, under Article L.217-1 of the same code, they apply only to contracts of sale of tangible movable goods, which are considered to include contracts for the supply of movable goods to be manufactured or produced  .

Cass. Com. 13 May 1970, LawLex201000000916JBJ.

CA Bordeaux, 31 March 2022, LawLex202200001942JBJ.

Business Contracts

464. Contract of sale

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Les décisions de justice citées dans ce paragraphe :

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464. Contract of sale

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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au contenu exclusif Livv – juristes d’entreprise