Regulated forms of sale are an area of commercial law that provides a strict framework for commercial practices. The French Commercial Code sets out the rules that businesses must comply with when it comes to sales, stock clearance, unpacking sales and other commercial mechanisms. This guide summarises the essential points to help you secure your practices and avoid legal risks.
Promotional sales: when and how?
Promotional sales are subject to strict supervision by the Ministry of the Economy and Finance. To avoid administrative penalties, they must comply with specific conditions.
The golden rules of sales and liquidations
Sales on sale are governed by article L. 310-3 of the French Commercial Code. They are characterised by four elements: advertising, a reduced price, clearance of stock and compliance with legal periods set by ministerial decree. The products on sale must have been offered for sale for at least one month before the sale begins.
Liquidation sales, formerly known as stock liquidations, are governed by article L. 310-1 of the French Commercial Code. Prior notification must be made to the mayor of the town where the sale is to take place. The declaration must be accompanied by an inventory of the goods. Note that the maximum authorised duration is two months, reduced to fifteen days in the event of seasonal suspension of the declarant's activity.
For more details on rules specific to salesshare this page on facebook share this page with your colleagues to spread this essential information.
Announcing a price reduction without risk
The announcement of a price reduction must comply with the Order of 11 March 2015, otherwise it will be classed as a misleading commercial practice. The seller must indicate the reference price from which the reduction is calculated.
Since January 2021, any advertisement of a reduced price must mention the previous price, corresponding to the lowest price charged in the last thirty days. This measure is designed to prevent false promotions during events such as private sales.
The promotional sales require particular attention to pricing transparency rules. Linkedincopy this link to inform your professional network.
Selling outside your own shop: points to watch out for
When you leave your premises to sell, you have to comply with specific rules, depending on where and how you do so.
Trade fairs, exhibitions, public areas: the necessary permits
Sales on public property are governed by article L. 442-11 of the French Commercial Code. Authorisation from the mayor is required, failing which the sale is deemed to be prohibited and punishable by a fine.
Regulations for trade fairs and markets have changed since Ordinance no. 2004-274 of 25 March 2004, but certain obligations remain. Trade fairs must be declared in advance to the relevant administrative authority, usually the prefect of the département where the event is held. Important point: consumers do not have a right of withdrawal for purchases made at trade fairs, unless they have taken out an allocated loan.
Specific features of factory outlets and unpacking sales
Unpacking sales, as defined in article L. 310-2 of the French Commercial Code, are sales carried out in premises or on sites not intended for sale to the public. They must be declared to the mayor two weeks before the event and may not exceed two months per year on the same site.
The declaration must contain the company name or the name of the declarant, the location of the sale and its duration. After examination, the town hall will issue a receipt for the declaration, which the vendor must display on the sales site.
Private individuals can take part in vide-greniers and brocantes, which are considered to be unpacking sales, to sell personal items no more than twice a year.
According to article L. 310-4 of the French Commercial Code, factory outlets or depots are reserved for producers who sell their goods directly.
Sales techniques and contractual obligations
Certain commercial practices are subject to specific rules to preserve the balance of commercial relations.
Using premiums and competitions legally
Following European case law, sales with premiums are no longer prohibited in themselves, but only when they constitute an unfair commercial practice under article L. 121-1 of the French Consumer Code.
Tying, where the sale of one product is made conditional on the purchase of another, follows a similar logic. They are only prohibited if they constitute an unfair practice.
Special rules apply in the banking sector, where the Monetary and Financial Code limits the value of premiums. For commercial lotteries, the Internal Security Code provides a strict framework.
The essentials on general terms and conditions and significant imbalance
Article L. 441-1 of the French Commercial Code requires professionals to disclose their general terms and conditions of sale to any potential buyer. These terms and conditions must specify the terms of payment and the determination of the price.
The concept of significant imbalance, set out in article L. 442-1 of the French Commercial Code, punishes terms that create an excessive imbalance between the rights of the parties. This concept now applies to relationships between professionals and can result in significant civil penalties.
To share this information on twitter, use the link in this article.
Credit sales and their constraints
The sale of goods on credit is particularly closely regulated to protect consumers from the risks of getting into debt. Credit sales contracts must comply with the formalities set out in articles L. 312-1 et seq of the French Consumer Code.
The professional must state that "credit is binding on you and must be repaid" and provide a withdrawal form. The buyer has a 14-day cooling-off period, during which no payment can be demanded.
For distance selling involving credit, specific rules apply, in particular concerning confirmation of the offer on paper or on a durable medium.
Why anticipate the risks associated with commercial practices?
A compliance policy for regulated sales is an investment for any company.
Inspections by the DGCCRF
The Direction Générale de la Concurrence, de la Consommation et de la Répression des Fraudes has extensive investigative powers. Its agents can record offences, consign products and draw up official reports.
Administrative penalties can be as high as €15,000 for an individual and €75,000 for a legal entity. The Enforcement Committee can impose even higher fines for misleading commercial practices.
To check your obligations, consult the practical information sheets on the gouv.fr website, particularly those relating to regulated sales.
Disputes with competitors or consumers
In addition to administrative sanctions, failure to comply with the rules on regulated sales may result in civil liability claims by competitors or consumers.
Consumer associations also have a right of action to put a stop to unlawful practices. The consequences include damages and publicity measures in the press, which are damaging to the company's image.
Legal support: a strategic investment
Constantly changing regulations require regular legal support. A lawyer, expert in regulated sales can help you anticipate risks and develop compliant procedures.
This support includes compliance audits, training of sales teams, drafting of standard documents (terms and conditions, contracts) and representation before the supervisory authorities.
After-sales service and guarantees must also take account of legal obligations, particularly for sales of vehicles or other durable goods.
To protect your commercial activity and avoid litigation, our firm is at your disposal to help you bring your practices into compliance.
Frequently asked questions
What is a regulated sale in commercial law?
This is a sale subject to specific conditions relating to time, place, price or technique, governed by the French Commercial Code to protect consumers and ensure fair competition.
What's the main difference between sales and promotions?
Sales involve goods that have been on sale for at least one month, are aimed at accelerated clearance and take place during fixed legal periods, unlike promotions, which are more flexible.
Can a liquidation be organised at any time?
No, a liquidation requires a precise legal reason (cessation, suspension, change of activity) and a prior declaration to the town hall.
What is a significant imbalance in a contract?
This is a situation where a contract (often between professionals) contains clauses that create an excessive advantage for one party to the detriment of the other, without consideration.
What are the penalties for non-compliance with sales rules?
Penalties may include administrative fines (DGCCRF), civil fines, invalidation of clauses or contracts, and damages.
EN 
FR