Business Contracts

As stipulated in Article 1604 of the Civil Code, the seller must deliver a thing in conformity with what has been agreed between the parties. The scope of this results-based obligation , which is not specified in this text, has been left to case law, which has developed a stringent conformity requirement: the thing delivered by the seller must strictly conform, in nature, quality and quantity, to  …

Conformity of the thing

As stipulated in Article 1604 of the Civil Code, the seller must deliver a thing in conformity with what has been agreed between the parties. The scope of this results-based obligation , which is not specified in this text, has been left to case law, which has developed a stringent conformity requirement: the thing delivered by the seller must strictly conform, in nature, quality and quantity, to what was agreed between the parties. In other words, conformity refers to the content  contractually agreed upon, to the identity and quality of the thing agreed upon in the state it is in at the time of sale, and not to its value . Thus, if the buyer disputes only the value of the shares, all of which were delivered to him by the seller, he is not entitled to plead a lack of conformity of the thing sold . 

The Court of Cassation has held that the extent of the obligation to deliver must be assessed in the light of the characteristics on the basis of which the sale of the item was concluded  and in particular the identification elements of the thing sold. Thus, a professional seller who has delivered a product that does not conform to the order, in terms of brand and density, has breached his obligation to deliver in conformity . However, the purchaser is not entitled to seek rescission of the contract on the grounds of non-conformity by arguing that the bottles delivered came from a foreign country when it had ordered standard French products from stock and not foreign products, since the term “standard” used in the order form does not establish the geographical origin of the products or that they are exclusively of French origin .

However, the nature of the thing also determines the scope of the obligation to deliver in conformity. Thus, the sale of a new item is understood to be a defect-free item , so that functional and aesthetic defects discovered on a vehicle presented as new at the time of sale are grounds for legal action for lack of conformity with the contractual stipulations of the purchase order . In the case of complex  or highly technical products, such as the installation of multi-function printers  or the design of a website  , the Court of Cassation considers that the obligation to deliver in conformity is not limited to the delivery of the material elements actually ordered: the obligation is only fully performed once the actual development of the thing sold has been realized , the seller being bound to ensure, at his own expense, the improvements necessary for the full performance of his obligation . With regard to the scope of the obligation to deliver a combined solar station in conformity with the contract, the courts consider that it is not limited to the supply of solar panels and the equipment specified in the purchase order, but also includes the achievement of the specified energy-saving performance .

The concepts of conformity and quality of the item sold are also closely linked. Mold, a musty smell, and the presence of insects indicate a lack of conformity of vanilla, regardless of its category . Similarly, aesthetic defects, particularly in color, affecting the item sold engage the seller's liability for breach of its obligation to deliver a product in conformity .

Furthermore, in order to be in conformity, delivery must not only be identical to the order, but also contain all the components ordered. A seller must therefore deliver all the components of the item ordered: the omission of a component that cannot be dissociated from the item ordered is sufficient to characterize a breach of the obligation to deliver in conformity . The same applies in the case of delivery of a product that only partially conforms to the agreed characteristics . The obligation to deliver in conformity also prohibits the seller from amending the item ordered on his own initiative, should it no longer correspond to what was agreed with the purchaser .

Conformity of the thing ultimately implies that the purchaser has a use for the property, in the sense that it meets its needs . Thus, the seller of a product that has proved unsuitable for its contractually-defined use as an exterior coating is in breach of his obligation to deliver in conformity . Similarly, a seller who has made a binding commitment to supply a used car of a specific make, and who in fact delivers a vehicle resulting from the assembly of the wreckage of an accident vehicle, cannot claim to have delivered a product conforming to that specified in the contract of sale . Other breaches of the obligation to deliver in conformity include the delivery of a generator which is unable to supply power in accordance with the specific characteristics specified in the contract , a networked computer system which is unable to work in a network  , or an engine designed for a pleasure boat, in accordance with the manufacturer's standards, when its intended purpose is to equip a fishing boat and the necessary modifications have not been made .

Cass. com., 29 March 2017, LawLex201700000698JBJ, stating that the seller of a boiler, bound by a results-based obligation, must deliver a machine in working order, ensure its installation and operation and guarantee its quality and compatibility with existing installations.

Articles 1617 to 1623 of the Civil Code govern content in real property sales: 

Art. 1617, Civil Code: “If the sale of an immovable has been made with an indication of the extent of the premises at a rate of so much per measure, the seller is bound to deliver to the purchaser, if the buyer so requires, the quantity as specified in the contract; And if that is not possible, or if the purchaser does not require it, the seller is required to bear a proportional reduction in the price”.

Art. 1618: If, on  the contrary,  in  the case of  the preceding  Article, the surface  area in  fact  exceeds the surface area expressed  in  the contract,  the buyer has   the choice either  to pay  the  additional  price  or to recede from the contract,  provided the excess  is more  than one-twentieth of the surface  area declared in  the  contract.

Art. 1619: In all other cases,
--  whether the sale  be  of a  certain and  limited  body;
--  whether the sale  has   as its  object distinct and  separate tracts  of land;
--  whether the sale  begins  with  the  measurement or with  the designation of  the thing  sold  followed by  its measurement,
The    statement of  the measurement  does   not   justify   any    supplement of  the  price  in  favor  of  the  seller   for the  additional  amount   in measurement or  a   diminution of  the price  in   favor   of  the buyer for  a   shortfall, unless  the  difference   between  the   measurement in fact and   the  measurement stated in  the  contract is  one- twentieth  more   or  one-twentieth  less, taking   into  account the  value  as  a   whole of  all  the things sold,  provided there  is no  stipulation to the contrary.

Art. 1621, Civil Code: “In all cases where the purchaser has the right to repudiate the contract, the seller is bound to return to him, in addition to the price, if he has received it, the costs of the contract”.

Art. 1622, Civil Code: “The seller's action for a price increase, and the purchaser's action for a price reduction or rescission of the contract, must be brought within one year from the date of the contract, failing which the contract will lapse”.

Art. 1623, Civil Code: “If two properties have been sold under the same contract, and for the same price, with a description of the size of each, and if there is less capacity in one and more in the other, compensation is made up to due proportion; and the action, either for a supplement or a reduction in the price, can only be brought in accordance with the rules set out above”.

CA Pau, 12 September 2014, LawLex201500001853JBJ.

Cass. com, 26 November 2013, LawLex201400000540JBJ.

Cass. 1re civ. June 25, 1996, LawLex200500005854JBJ, stating that the seller's obligation to deliver computer equipment extends to its setup, and includes an accessory obligation to inform and advise the customer.

Cass. com. 30 March 1981, LawLex202200002789JBJ.

CA Aix-en-Provence, 16 February 2017, LawLex201700000392JBJ.

CA Paris, 1 February 2024, LawLex202400003244JBJ.

CA Caen, 15 February 2024, LawLex202400003339JBJ, concerning the delivery of a garage door with paint blisters.

Cass. 1re civ, 19 November 1996, LawLex200500008706JBJ.

Cass. 1re civ. 24 November 1993, LawLex200300001216JBJ,

CA Orléans, 10 October 2019, LawLex201900001252JBJ.

CA Angers, 9 April 2024, LawLex202400003125JBJ.

Cass. 1re civ, 17 June 1997, LawLex200500008753JBJ.

Cass. 1st civ. 5 November 1966, LawLex200500008700JBJ.

Cass. 1re civ. 18 July 1995, LawLex200500008705JBJ.

Cass. 1re civ, 18 July 1995, LawLex200500008705JBJ.

CA Rouen, 14 September 2017, LawLex201700001511JBJ.

Cass. 1re civ., 1 December 1987, LawLex200500009042JBJ; CA Pau, 15 September 2010, LawLex201400001946JBJ.

CA Pau, 12 January 2018, LawLex201800000092JBJ.

CA Riom, 5 June 2024, LawLex202400004267JBJ.

Cass. civ. 1re, 3 July 2008, LawLex201300000736JBJ.

Cass. civ. 1re, 3 May 2006, LawLex200700000112JB

Cass. com, 26 November 2013, LawLex201400000540JBJ; 10 February 2015, LawLex201500000467JBJ.

Business Contracts

171. Conformity of the thing

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

171. Conformity of the thing

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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