Communicating and securing acceptance of the General Terms and Conditions of Sale
Having General Sales Conditions (GSC) is good. Communicating them to your customers and getting them to accept them is even better.
In fact, it’s not enough to have GTCs for them to apply to all your transactions. There are two conditions for your customers to respect them: they must have read them, and they must have accepted them.
It is the seller’s or service provider’s responsibility to ensure that these two conditions are met.
We have recently assisted two customers in disputes in which the terms and conditions of the General Terms and Conditions were central.
Inclusion in the quotation of the requirement to read and accept the General Terms and Conditions.
In the first case, our customer wishes to sue an IT
service provider who is alleged to have committed faults in the performance of his services. These errors have caused our customer a significant loss of sales, which he intends to hold the service provider liable for.
However, in accepting the service provider’s quotation, our customer ticked a very common box stating that he had “read and accepted the General Terms and Conditions”.
When we become aware of them, these same terms and conditions contain a so-called “limitation of liability” clause which prohibits our customer from holding the service provider liable for any damage arising from the service, such as loss of sales.
If he hadn’t accepted such conditions, we wouldn’t have been forced to look for other, more complex defense options.
Don’t forget that you’re never obliged to accept terms and conditions, especially when you’re working on a B-to-B basis.
Sending the terms and conditions with the quotation for signature
Our second customer is an IT service provider with GTCs drawn up by a legal professional, in this case DESRUMAUX AVOCATS. He sends out his GTCs with his quotations and asks customers to sign them. But sometimes (not to say often), he forgets.
Faced with a non-paying customer, he cannot enforce all the clauses in his GTCs that would enable him to settle the dispute more quickly, and in particular the very important jurisdiction clause.
Instead of litigating in BORDEAUX, our customer was forced to take his case to a court in Eastern FRANCE, with all the costs and uncertainties that a distant procedure entails.
What’s more, if the customer were to dispute the quality of his service, he could not invoke an obligation-of-means clause or a clause limiting his liability to defend himself if he had not had his GTCs signed, which provided for such restrictions.
How do I communicate my terms and conditions to my customers?
The terms and conditions must be communicated to the customer, who must acknowledge having read and accepted them.
Please note that this must be done before the sale or the start of the service, otherwise the GTCS do not apply to this sale or service.
Apart from that, there is no real rule. In practice, however, GTCs are often communicated in the form of a link, with a box to be ticked signifying reading and acceptance, at the time of purchase or when a quotation is signed. However, there’s nothing to prevent you from adopting other means of communication, such as having them signed directly by the customer via a digital signature platform, like Yousign, for example.
If you have any doubts about the content of your terms and conditions or the way in which you communicate them to your customers, don’t hesitate to ask for our assistance.
