CGV food products: the practical guide by a lawyer to secure your sales in the food industry

Selling food products, whether in B2B or B2C, in stores, online or in the food industry, involves a double risk: sanitary and contractual.
Clear, complete and compliant food terms and conditions are one of the main tools for securing your margins, responsibilities and commercial relationships.

This article explains, in an accessible but technically rigorous language, how to structure and write effective agri-food terms and conditions, what pitfalls to avoid and how to adapt your general conditions of sale to your model (food industry, wholesaler, wholesaler, store, e-commerce...).

Why specific terms and conditions for food products are essential

A hyper-regulated and controlled agri-food sector

The agri-food sector is one of the most regulated sectors in France and Europe, both in terms of health and in terms of transparency and loyalty of commercial practices. Texts on food hygiene, food safety, consumer information and the transparency of commercial negotiations intersect.

Concretely, for an SME manager, this means:

• Specific labelling and information obligations (allergens, composition, DDM/DLC, origin, etc.).
• Reinforced controls by the DGCCRF and health authorities, with sanctions that may include closures, product recalls, administrative or criminal fines.

Well-written CGV for food products make it possible to articulate these obligations with your commercial terms and conditions: delivery conditions, storage temperatures, risk transfer, complaint deadlines, product recalls, etc.

CGV agri-food: a strategic lever, not just a legal document

We often think of the GTC as a “legal” document to be released only in the event of a dispute. In practice, agri-food terms and conditions are a economic management tool :

• They structure commercial negotiations (prices, discounts, penalties, ancillary services) with retailers and other professional customers.
• They secure the distribution of responsibilities in the event of a cold chain problem, a shortage of stock or a health reminder.

Concrete example:
An SME that supplies fresh cooked meals to a supermarket chain may provide in its terms and conditions that:

• The risks of deterioration associated with the breakdown of the cold chain after delivery are borne by the distributor.
• Logistics penalties are only applicable in the event of a breach attributable to the supplier, and are capped.

Without this framework, SMEs may find themselves enduring massive penalties or uncontrolled reminders.

Reminder: what is the agri-food sector?

Practical definition for an SME manager

The agri-food sector includes all the activities of processing, packaging and marketing of agricultural products intended for human or animal food. It includes:

• Processors (cheese factories, canneries, flour mills, charcuteries, breweries...).
• Food manufacturers (prepared meals, drinks, frozen products, cookies, etc.).
• Food retail businesses (stores, delicatessens, bakeries, butchers, caterers).

Your terms and conditions must be calibrated according to your place in the chain: an agri-food manufacturer does not write its terms and conditions like an online grocery store specializing in local products.

Contractual specificities of the GTC for the food industry

In thefood industry, the General Terms and Conditions also play a central role in the implementation of tariff transparency (indicators of production costs and raw materials, price renegotiation, etc.) imposed in the agricultural and agri-food sector.

An industrialist who buys agricultural raw materials (wheat, milk, meat) must often include in his terms and conditions:

• The indicators taken into account in the formation of the price (market indices, production costs, etc.).
• Price revision mechanisms in the event of a significant fluctuation in these indicators (mandatory renegotiation clause beyond certain thresholds).

Example:
A flour mill can provide in its terms and conditions that the flour price is indexed to a wheat price index (Euronext, interprofessional indicator) and that, beyond a variation of X%, an automatic renegotiation is initiated with the GMS customer.

Status and legal framework for selling food products

What is the status to sell food products?

To sell food products, you must first choose a legal status adapted (sole proprietorship, micro-enterprise, company — SAS, SARL, etc.) and check that it allows you to carry out a food production and/or trade activity.

• The auto-entrepreneur status (microentrepreneur) is often used to start a small business (sale of homemade products, food truck, small online store) thanks to its administrative simplicity and its turnover thresholds adapted to merchandise sales activities.
• For large volumes, heavy investments or relationships with mass distribution, a society (SAS/SARL) is generally more suitable, in particular for managing liability and welcoming partners.

In all cases, your terms and conditions must be consistent with your status (identification, legal information, VAT regime, billing conditions).

Health authorizations and obligations

Beyond the status, the sale of food products requires compliance with numerous health obligations:

• Declaration or approval to the competent authorities (DDPP, veterinary services) according to the type of food (animal origin, preparations, etc.).
• Compliance with hygiene and food safety standards (specific training, HACCP procedures, etc.).
• Maintenance of the cold chain during storage, transport and delivery, especially for fresh and frozen products.

lookout : the GTC do not replace these obligations. On the other hand, they must include them (storage conditions, controls upon receipt, customer reservations, product recall procedures, etc.).

Regulation of the sale of food products on the internet

Selling food products online: e‑commerce + food dual diet

La regulation of the sale of food products on the internet combines two blocks of rules:

• The general rules of e-commerce (pre-contractual information, legal notices, e-commerce terms and conditions, right of withdrawal, data protection).
• Rules specific to foodstuffs and consumer information (composition, allergens, origin, date, storage conditions, etc.).

On your site, you must in particular:

• Display complete legal information (identity, contact, RCS, legal form, capital...).
• Put accurate e-commerce terms and conditions online (prices including VAT, payment terms, delivery, right of withdrawal, returns processing, guarantees).
• Give consumers clear information on the essential characteristics of products (ingredients, allergens, storage conditions, DDM/DLC, etc.).

Examples of risks without CGV: food products adapted to e-commerce

Without CGV adapted to the online sale of food products, you risk:

• Of delivery disputes (deadlines, damaged packages, broken cold chain) without a clear framework to distribute responsibilities between you, the carrier and the customer.
• Disputes on the right of withdrawal, in particular for perishable products for which the law provides exceptions, but provided that the consumer is properly informed.

Practical example:
You deliver baskets of fresh products. A clause in your terms and conditions may provide that:

• The customer must check the condition of the package upon delivery and formulate specific reservations in case of anomaly.
• The right of withdrawal is not applicable to rapidly perishable food products, in accordance with consumer protection texts, provided that this exception is clearly explained in the GTC.

Essential content of the CGV food products

Block 1: identification, scope and contractual documents

The GTC for food products must first clearly specify:

• The complete identification of the seller (name, form, capital, capital, seat, RCS, VAT number).
• The field of application (types of products, targeted customers — professionals/consumers, geographical areas, sales channels: store, supermarket, e-commerce...).
• Coordination with other contractual documents (order, single agreement, special conditions, quotes, quality specifications, etc.).

Example of typical formulation (to be adapted):

“These General Terms and Conditions of Sale for Food Products (hereinafter the “CGV Food Products”) apply to any sale of products manufactured and/or marketed by the company X to professional customers and/or consumers, unless otherwise agreed in writing.

Block 2: product description, quality and compliance

For food products, the product description must include the essential elements:

• Nature of the product, main characteristics, packaging, weight/volume, DLC or DDM, storage conditions.
• Compliance with health and labelling regulations, possible certifications (organic, label, AOP, etc.).

For example, a clause may specify that:

“The food products delivered by the Seller comply with current regulations on hygiene, food safety and labelling at the time they are placed on the market. In particular, the Seller guarantees that the products delivered comply with the storage temperatures and the expiration dates indicated on the packaging, subject to compliance by the Customer with the recommended storage and transport conditions.”

Block 3: prices, discounts and billing conditions

In the food industry, transparency rules and the law governing commercial relationships require a clear structure of prices:

• Unit prices excluding tax/VAT, with precision of any ancillary costs (transport, logistics services, specific packaging).
• Conditions of application of discounts, rebates, commercial cooperations (in B2B).
• Invoicing and payment methods (deadlines, discount, late payment penalties, fixed recovery compensation).

Example of a clause:

“The prices of food products are those shown on the current price list communicated by the Seller. They are exclusive of taxes, ex warehouse, standard packaging included. Any discount, end-of-year rebate or commercial cooperation is subject to a separate written stipulation, concluded within the framework of the single agreement or special conditions.”

Block 4: delivery, risk transfer and cold chain

Delivery and risk transfer are critical points for food products, especially when the cold chain is involved:

• Place and method of delivery (possible Incoterms, delivery store, warehouse, home).
• Time of transfer of risk and ownership.
• Inspection obligations upon receipt and procedures in case of non-compliance (complaints, reservations, deadlines).
• Storage and transport conditions (cold chain, temperature, etc.).

Example of a clause:

“Delivery is deemed to have been made at the time the products are made available at the Customer's premises or when the products are delivered to the designated carrier. The risks of loss and deterioration are transferred to the Customer on this date. For products requiring compliance with a cold chain, the Customer undertakes to ensure, upon delivery, storage conditions in accordance with the indications on the packaging and to put in place all appropriate control means.”

Summary table: example of key points to be addressed in CGV food products

Sensitive clauses in agri-food terms and conditions/food industry terms and conditions

Price review and renegotiation clauses

In the CGV food industry, the price revision clauses have become unavoidable, given the volatility of raw materials, energy and transport.

These clauses may:

• Index part of the price to objective indicators (production cost indices, commodity prices, energy indices).
• Provide for an automatic renegotiation mechanism when these indices exceed a certain threshold, within a given period of time, with an obligation to meet.

Example of inspiration:

“The Parties agree that the price of food products is established taking into account indicators of production costs and prices of agricultural raw materials. In the event of a variation in these indicators beyond a threshold of X per cent, each Party may request the opening of a renegotiation of the price, within a maximum of Y days from the notification.”

Responsibility clauses, product recall and traceability

For the CGV food products, the clauses relating to the responsibility, at the traceability And at Product recall are essential:

• They must organize cooperation between the supplier and the customer in the event of a health risk or non-compliance.
• They must provide for the procedures for withdrawing or recalling lots (deadlines, information to be transmitted, distribution of costs).

Concrete example:
In its terms and conditions, an industrial charcuterie SME provides that:

• The customer must keep traceability information (batch number, date of manufacture) for a fixed period of time.
• In case of suspicion of non-compliance, the customer must immediately isolate the lots concerned, inform the supplier and follow the reminder protocol provided for in the contract.

Store terms and conditions and retail terms and conditions

Store terms and conditions: B2C focus and consumer protection

Les Store terms and conditions (food retail) are often oriented towards B2C (consumers) and must be consistent with the display of prices, promotions, refund or credit conditions, etc.

In practice, for a food store:

• In particular, the CGV must specify the conditions of sale in stores, the procedures for complaints, the return policy (often very limited on perishable goods), as well as the legal guarantees.
• They must be accessible to the public (displayed, made available at the cash desk or QR code to the site).

Example:
A delicatessen that sells dry and fresh products may include:

• Specific conditions for custom orders (trays, buffets, catering).
• Separate return rules depending on whether they are standard products or products prepared on demand.

Retail CGV: commercial agreements and supervised negotiation

Les CGV for mass distribution are at the heart of relationships between agri-food suppliers and supermarket chains:

• They constitute the unique basis for commercial negotiations.
• They must be linked to the single agreement (annual global agreement) which details specific services, discounts, commercial cooperation, etc.

In practice, a supplier dealing with mass distribution must:

• Formalize detailed terms and conditions (definition of ranges, logistical conditions, penalties, commercial cooperation procedures).
• Ensure that its terms and conditions remain compatible with the obligations of transparency, non‑discrimination and the prohibition of abusive practices.

Mandatory information on a food product: what impact on the GTC?

What are the mandatory information on a food product?

Les mandatory information on a food product include in particular:

• The sales name.
• The list of ingredients, with identification of allergens.
• The net quantity (weight, volume).
• The minimum durability date (DDM) or the expiration date (DLC).
• Special conditions of conservation and use.
• The name or corporate name and address of the operator.
• Country or place of origin, as appropriate.

These obligations mainly relate to labelling, but the GTC can refer to this information and organize its updating (for example in the event of a change in recipe or a change in the supplier of raw materials).

How to combine product mentions, labelling and CGV for food products?

The GTC for food products must be consistent with:

• Product technical data sheets (composition, allergens, nutritional values).
• Physical labels and online information for e-commerce.

A clause may provide that:

“The characteristics of the products (composition, allergens, nutritional values, nutritional values, storage conditions, DLC/DDM) appear in the technical sheets and/or on the labels. In the event of a contradiction between the GTC and these documents, the latter prevail as far as consumer information is concerned.”

Where can I find a company's terms and conditions? Interest for an SME manager

Access to CGV in B2C and B2B

The terms and conditions must be easily accessible :

• In B2C, on an e-commerce site, they are generally accessible via a “General Terms and Conditions of Sale” or “CGV” link, at the foot of the page, and during the order process.
• In B2B, the CGV can be communicated on request, appended to a commercial proposal, integrated into an extranet or to the single agreement.

As an SME manager, you can analyze the terms and conditions of other actors in your sector (manufacturers, competitors, distributors) to identify uses, provided you do not copy them identically, which would be legally risky and unsuited to your specific situation.

Why avoid generic terms and conditions of sale (free model)?

The “free model terms and conditions” found online can be a source of thought, but they pose several problems:

• They are not adapted to your food products, to your logistical flows, or to your health constraints.
• They may ignore agri-food specificities (product recall, cold chain, traceability, renegotiation clauses related to raw materials).

The risk is to believe that you are protected when your terms and conditions are incomplete or inconsistent. The ideal is to use these models only as a reading grid and then to adapt them in depth with the help of a lawyer.

Selling homemade food products and unregulated products

Selling homemade food products: maximum vigilance

The sale of homemade food products (jams, pastries, prepared meals...) is possible, but requires compliance with the same regulatory framework as for professionals:

• Declaration of the activity and choice of a status (microenterprise, sole proprietorship, company).
• Compliance with health rules (adapted premises, hygiene, conservation, traceability).

Your terms and conditions must specify:

• The artisanal character and any variations (weight, appearance, etc.).
• Delivery or collection methods (for example, collection by appointment to limit risks in the cold chain).
• Withdrawal rules (often excluded for quickly perishable products, subject to clear consumer information).

Sale of unregulated food products: terminology caution

The concept of”unregulated food products” is misleading: in reality, as soon as a product is intended for human consumption, it falls within the scope of food regulations, even if no specific standard exists for this category.

For an SME manager, this means:

• That a product should never be considered to be “out of scope” of hygiene and consumer information rules.
• That the CGV must remain rigorous, even for “simple” products (e.g. homemade cookies, granola, herbal teas, etc.).

FAQ CGV food products/CGV agri-food/CGV food industry

What are the mandatory information on a food product?

Mandatory information on a food product includes: the sales name, the list of ingredients with identification of allergens, the net quantity, the date of minimum durability (DDM) or the expiry date (DLC), the particular conditions of conservation and use, the identity of the operator and, in some cases, the country or place of origin.

For an SME manager, these mentions are generally managed via labelling and product sheets, but your terms and conditions must ensure that this information is correctly transmitted to the professional customer and/or to the consumer, and organize the updating of these mentions in the event of a change of recipe or supplier.

Where can I find a company's terms and conditions?

A company's terms and conditions are generally available:

• On its website (“CGV” link at the bottom of the page or during the order process).
• On request from the sales department, especially in B2B, or via the unique agreement with distributors.

You can use them as a source of inspiration to build your own CGV for food products, but it is strongly recommended not to copy and paste them: they are adapted to a specific business model, a given internal organization and a particular negotiation strategy.

What is the agri-food sector?

The agri-food sector includes all companies that process, package or market agricultural products intended for human or animal food: food industries, cooperatives, processors, food retailers, etc.

For an SME manager, belonging to this sector implies a particularly high level of regulation and control, and requires adapted agri-food terms and conditions, integrating the specificities of the sector (agricultural raw materials, price transparency, price transparency, traceability, health security).

What is the status to sell food products?

The status depends on the size of your project: for a small or complementary activity (limited sales, concept tests), the status of micro‑entrepreneur (auto‑entrepreneur) is often chosen because of its simplicity and its turnover thresholds adapted to merchandise sales activities.

For a structured project, with investments, employees, or relationships with large retailers, the constitution of a company (SAS, SARL, etc.) is generally more relevant. Whatever the status, the drafting of CGV food products consistent with your activity remains essential.

How to write effective food product terms and conditions for an agri-food SME?

To write effective food terms and conditions, it is recommended to:

• Start with an audit of your activity: types of products, customers, sales channels, logistical constraints, health risks.
• Structure your terms and conditions around the essential blocks (scope of application, products, products, prices, delivery, complaints, liability, product recall).
• Integrate agri-food specificities: cold chain, traceability, traceability, product recall, price renegotiation related to raw materials, etc.

The support of a lawyer makes it possible to transform these elements into clear, balanced clauses that are compatible with regulations, while avoiding unfair terms and significant imbalances.

CGV agri-food/CGV food industry: what are the particularities compared to conventional CGV?

Food industry terms and conditions/food industry terms and conditions differ from “classic” terms and conditions by:

• The integration of indicators and mechanisms for renegotiating prices related to raw materials, energy and transport.
• The importance of provisions on traceability, health safety, the management of non-conformities and product recalls.
• The necessary link with the single agreement and transparency obligations vis-à-vis distributors (in particular supermarkets).

These specificities make the use of generic models particularly unsuitable for agri-food companies.

Store terms and conditions: do you need separate terms and conditions for the physical store and for the food e-commerce site?

Yes, it is often relevant to have store terms and conditions (for the physical point of sale) and e-commerce terms and conditions (for the online site), even if some elements may be common.

• The store terms and conditions focus on in-store sales (payment, personal delivery, lack of delivery, limited return policy).
• E-commerce terms and conditions must cover aspects specific to distance selling (online ordering, delivery, right of withdrawal, management of damaged packages).

Why have a lawyer accompany you for your CGV food products?

The drafting of CGV food products, CGV agri-food or CGV food industry intervenes in a highly regulated subject (consumer law, food law, competition law, law on practices that restrict competition, e-commerce regulations).

Accompaniment by a lawyer allows:

• To anticipate all risks (health, contractual, regulatory, relationships with distributors).
• To adapt your terms and conditions to your real economic model, to your logistics flows, to your industrial and commercial constraints.
• To transform your terms and conditions into a strategic management tool, rather than a simple defensive document.

It is therefore strongly recommended that you seek a specialized lawyer to audit your practices, draft or update your CGV for food products, and assist you in your negotiations (supermarkets, wholesalers, online platforms, export, etc.).

Article written by Guillaume Leclerc, lawyer in commercial contracts and commercial litigation in Paris.