Business Contracts

As stipulated in Article 1643 of the Civil Code, the seller “is bound by warranty against latent defects, even if he is unaware of them, unless he has stipulated that he will not be bound by any warranty”. The Civil Code thus recognizes the suppletive nature of the legal provision, and validates warranty disclaimer provisions for latent defects, although it restricts their enforceability to cases  …

Characterization

As stipulated in Article 1643 of the Civil Code, the seller “is bound by warranty against latent defects, even if he is unaware of them, unless he has stipulated that he will not be bound by any warranty”. The Civil Code thus recognizes the suppletive nature of the legal provision, and validates warranty disclaimer provisions for latent defects, although it restricts their enforceability to cases where the seller was unaware of the existence of the defect.

However, it is not always easy to classify them as warranty disclaimer clauses (clause de non-garantie) or warranty limitation clauses (clause limitative de garantie). A warranty disclaimer is one which unequivocally excludes warranty against latent defects. This is not the case with a term by which the buyer declares that he accepts the product in its current condition . Similarly, a provision which extends the warranty to a fixed period of eighteen months from the date of manufacture of the equipment, and which does not specify any limitation of the warranty, is not a limitation of liability but, on the contrary, a contractual warranty for a period of eighteen months, at the end of which the legal warranty under Article 1641 of the Civil Code applies . Finally, a clause in an insurance contract which, while specifying that its provisions “neither eliminate nor reduce the legal warranty against latent defects”, excludes any “event arising prior to the taking out of the present warranty”, rules out the application of the insurance contract in the event of a latent defect pre-existing the sale . 

On the other hand, a clause stipulating that any action based on a defect in the machine delivered is time-barred six months after delivery, which is valid between professionals in the same field, precludes claims made by the intermediary seller against the original seller after this period, on the basis of the warranty for latent defects . The same applies to a term limiting to two years the warranty against defects of any kind likely to affect the functioning of the thing sold, whether they arise from the design, faulty assembly or poor quality of the parts, since it necessarily includes warranty against latent defects within the meaning of Article 1641 of the Civil Code . A clause limiting the scope of the warranty to the components and assemblies delivered by the seller, and excluding any material harm, damage to property distinct from the object of the contract, and any loss of profit or operating loss resulting from the temporary shutdown of the equipment, can be enforceable against a claim relating to the work implemented to resolve the deficiencies observed in the work carried out with the machine purchased, and to repair the damage to image resulting from such deficiencies .

CA Rennes, 7 September 2006, LawLex200700000833JBJ; CA Douai, 4 February 2013, LawLex201300000309JBJ.

Cass. com, 10 June 2008, LawLex201200001496JBJ.

CA Rouen, 30 January 2013, LawLex201300000390JBJ.

CA Amiens, 29 March 2009, LawLex201200001802JBJ.

CA Montpellier, 10 January 2012, LawLex201200001893JBJ.

CA Lyon, 28 January 2016, LawLex201600000311JBJ.

Business Contracts

233. Characterization

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

233. Characterization

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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