Business Contracts

Acceptance, whether tacit or express, expresses the buyer's willingness to be bound by the terms of the offer, which must contain the essential elements of the future contract. Some situations, however, require formal acceptance of the seller's terms beyond the essential elements of the subject matter and price. This is the case when the offeror wishes to ensure that certain terms and conditions a …

Special case of general terms and conditions

Acceptance, whether tacit or express, expresses the buyer's willingness to be bound by the terms of the offer, which must contain the essential elements of the future contract. Some situations, however, require formal acceptance of the seller's terms beyond the essential elements of the subject matter and price. This is the case when the offeror wishes to ensure that certain terms and conditions are enforceable against the buyer. In effect, acceptance of such terms and conditions requires the buyer to acknowledge that he or she is fully aware of them, since Article 1119 of the Civil Code stipulates that general terms and conditions invoked by one party only have effect vis-à-vis the other if they have been brought to the latter's attention and accepted.

Consequently, the general terms and conditions of purchase of one party will not enter into the contractual domain, if they have not been accepted by the other at the time of the formation of the contract, so that any reservations are no longer admissible once acceptance has been received . A signature on the back of an order form stating that “the purchaser declares that he/she has read the general conditions of sale and warranty on the reverse and accepts them in their entirety” may suffice to establish such acceptance . This is not the case, however, if one of the parties is aware of the other party's terms and conditions from previous transactions . The conditions must be referred to precisely, and not be buried among the many other stipulations of the purchase order .

Cass. com. 28 April 1998, LawLex202200002368JBJ.

Cass. 1re civ, 3 December 1991, LawLex200300001214JBJ.

Cass. 1re civ. 30 June 1992, LawLex202200006306JBJ.

Cass. 1re civ. 3 May 1979, LawLex202300003094JBJ.

Business Contracts

117. Special case of general terms and conditions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

117. Special case of general terms and conditions

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Les décisions de justice citées dans ce paragraphe :

Les notions juridiques connexes

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