Selling to French consumers from outside France: why an offshore company gives no shelter
Selling to French consumers from outside France: when French law and courts apply despite your terms, plus VAT, customs and fine exposure.
The short answer
- Applicable law: French consumer law governs a contract concluded with a consumer residing in France where the trader directs its commercial activities to France, under Article 6(1) of Regulation (EC) No 593/2008 (Rome I), whatever the country of incorporation.
- Choice-of-law clause: a clause designating a foreign law is not void but capped, because Article 6(2) of Rome I and article L. 232-3 of the French Consumer Code prevent the consumer from being deprived of the mandatory protection derived from Directive 2011/83/EU.
- Competent court: Article 18(1) of Regulation (EU) No 1215/2012 (Brussels I bis) allows a consumer to sue in the courts for the place where he is domiciled, regardless of the domicile of the other party, and Article 19 makes a jurisdiction clause in standard terms pointing to a third State ineffective.
- Directed-activity test: the Court of Justice, in Pammer and Hotel Alpenhof of 7 December 2010 (C-585/08 and C-144/09), held that mere accessibility of a website in the consumer's Member State is insufficient, while French-language checkout, prices in euros, delivery to France and paid search on French queries are indicators of an intention to trade with French consumers.
- Withdrawal right: article L. 221-18 of the Consumer Code gives fourteen days to withdraw, article L. 221-24 requires refund of all sums including delivery costs within fourteen days, and article L. 221-20 extends the period by twelve months where the withdrawal information was never given.
- Enforcement and fines: the DGCCRF and its local directorates (DDPP, DREETS) may issue injunctions under article L. 521-1 with a daily penalty capped at 3 000 EUR and impose fines themselves under article L. 522-1, breach of the distance-selling information and withdrawal rules being punishable by up to 75 000 EUR for a company.
No, incorporating outside France, or outside the European Union, does not put your sales beyond French law. As soon as your offer is directed at consumers residing in France, French consumer law governs the contract, a French court stays open to the buyer, and the French consumer authority can investigate you. Your registered office decides very little; the market you address decides almost everything.
The opposite reasoning feels intuitive and fails at every step. The company is foreign, the servers are elsewhere, the stock ships from Asia or the Gulf, the terms designate a foreign law and foreign courts. European private international law was built precisely to neutralise that construction when the buyer is a consumer, and French consumer law adds tools that bite on what is actually reachable: the domain name, the advertising account, the marketplace listing, the parcels.
Enforcement belongs to the Directorate General for Competition Policy, Consumer Affairs and Fraud Control, known by its French initials DGCCRF, whose inspections are carried out locally by departmental directorates for the protection of populations (DDPP) and regional directorates (DREETS). That administration can demand documents, issue injunctions backed by daily penalties and impose fines without first going to court. For an examination of your own exposure, our team handling DGCCRF, DDPP and DREETS matters can assist you.
Your registered office does not decide which law applies
Company law and contract law answer different questions
The belief that the place of incorporation settles the applicable law belongs to company law. Your company stays governed by its own law for governance, capital and the liability of its directors. The contract it concludes with a private buyer belongs to another body of rules, and which law governs it is decided by Regulation (EC) No 593/2008 of 17 June 2008, the Rome I Regulation, whose article 2 provides that the law it designates applies whether or not it is that of a Member State. A French court therefore applies Rome I wherever you are established, before ever reading your clause. Jurisdiction follows the same logic under Regulation (EU) No 1215/2012, the Brussels I bis Regulation, whose consumer section applies whatever the domicile of the trader.
The directed-activity test and what actually triggers it
The wording of the test
Article 6(1) of Rome I provides that a consumer contract is governed by the law of the consumer's habitual residence where the trader either pursues his commercial activities in that country or directs such activities, by any means, to that country, and the contract falls within the scope of those activities. Article 17(1)(c) of Brussels I bis uses the same wording for jurisdiction. "By any means" presupposes no establishment, no employee and no French bank account, only a demonstrable orientation towards the French market.
The indicators the Court of Justice retained, and what is not enough
The reference decision is the judgment of the Court of Justice of 7 December 2010 in the joined cases Pammer and Hotel Alpenhof (C-585/08 and C-144/09). The trader must have manifested an intention to establish commercial relations with consumers of one or more other Member States, and the Court listed indicators from which that intention may be inferred, stating expressly that the list is not exhaustive. It was equally clear on the other side: mere accessibility of the website in the consumer's Member State is insufficient, as is the use of the language and currency habitually used where the trader is established.
What that means for a shop built for another market
Because the list is open, investigators and courts also weigh facts that speak the same language: delivery prices and windows quoted for France, prices in euros, a French-language checkout and confirmation, after-sales handled in French, a returns address presented as European, advertising bought on French search terms, and a domain aimed at France. Product safety law codifies the same idea: Article 4 of Regulation (EU) 2023/988 deems products offered online to be made available on the market where the offer targets consumers in the Union. Which of your own elements genuinely carry weight is a question for counsel on your actual pages.
Table 1 - The directed-activity indicators and their weight
The applicable law despite the clause in your terms
The ceiling that Article 6(2) of Rome I places on your clause
Article 3(1) of Rome I does allow the parties to choose the governing law. For consumer contracts within Article 6(1), however, Article 6(2) adds a ceiling: the choice may not deprive the consumer of the protection afforded by provisions that cannot be derogated from by agreement under the law which would have applied absent that choice. Your clause is not struck out, it is capped: where French mandatory protection is more favourable, the French rule prevails.
The French relay: article L. 232-3 of the Consumer Code
French law adds articles L. 232-1 to L. 232-6 of the Consumer Code on cross-border contracts, each anchored to a specific directive; they do not make the Consumer Code applicable as a block, and reading them that way is a classic error. The operative provision for online retail is article L. 232-3: notwithstanding any stipulation to the contrary, a consumer may not be deprived of the protection afforded by provisions adopted pursuant to Directive 2011/83/EU on consumer rights where the distance contract has a close connection with the territory of the Member State concerned.
Why the Consumer Rights Directive does not do this work alone
Article 25 of that Directive makes consumer rights mandatory only where the applicable law is that of a Member State, and the Directive contains no third-country rule of its own. Recital 58 spells out the relay: where the applicable law is that of a third country, Rome I determines whether the consumer keeps the protection guaranteed. Article 9(1) of Rome I separately defines overriding mandatory provisions, which apply irrespective of the governing law; several French rules on commercial practices operate on that footing.
The competent court despite the jurisdiction clause
Article 18(1) of Brussels I bis and the phrase that decides the point
Article 18(1) provides that a consumer may bring proceedings against the other contracting party either in the courts of the Member State where that party is domiciled or, regardless of the domicile of the other party, in the courts for the place where the consumer is domiciled. That phrase is what makes a third-country seller reachable: the consumer sues at home, with no need to establish any French presence on your side. The ordinary rule of Article 6(1) is expressly subject to Article 18(1).
When a jurisdiction clause works, and why redrafting is rarely the answer
Article 19 allows departure from the consumer section only through an agreement entered into after the dispute arose, one giving the consumer additional fora, or one between parties domiciled in the same Member State. A clause in standard terms sending French buyers to the courts of a third State meets none of them. Article 17(2) adds that a trader holding a branch or establishment in a Member State is deemed domiciled there for disputes arising from its operations. Strengthening the clause addresses the wrong risk and creates another, since an unbalanced term is deemed void under article L. 241-1 and separately punishable under article L. 241-2.
What we see in practice
In the files we handle, the first contact rarely arrives as a formal accusation. It arrives as a request for documents, with a list that reads as administrative housekeeping and is in fact evidence gathering on the directed-activity question: the identity of the site publisher, the terms in force on given dates, order confirmations sent to French addresses, the delivery and returns options offered at checkout, and the advertising accounts used for French-language queries. Investigators usually hold their own dated capture of the pages before they write to anyone. We regularly see companies established abroad answer in their own language, from a general mailbox, with partial extracts, and then modify the site during the exchange without keeping a dated record of the previous version. That last reflex causes more difficulty than the original defect, because it looks like concealment and leaves nothing to compare.
Seller identification and pre-contractual information
Who you are must be visible before anything else
French law on electronic commerce, Law No 2004-575 of 21 June 2004 known as the LCEN, requires easy, direct and permanent access, using an open standard, to your name or corporate name, address of establishment, an email address and telephone details allowing effective contact, the commercial register number, the share capital and registered office, and the VAT identification number. Prices must be indicated clearly and unambiguously, in particular as to whether taxes and delivery costs are included. Identification of the site publisher now sits in article 1-1 of the LCEN, inserted by Law No 2024-449 of 21 May 2024.
The pre-contractual list, the order button and the confirmation
Article L. 221-5, as amended by Ordinance No 2026-2 of 5 January 2026, lists the information owed before a distance contract is concluded, including the withdrawal right with its model form and the withdrawal function of article L. 221-21. Article L. 221-14 requires a reminder of the essential characteristics, price and duration before the order, and requires the validation function to carry the words "order with obligation to pay" or an unambiguous equivalent, on pain of nullity. Article L. 221-13 requires confirmation on a durable medium, and Article 6(9) of Directive 2011/83/EU places the burden of proving compliance on the trader.
The withdrawal right: your largest single exposure
Fourteen days, and the twelve-month extension
Article L. 221-18 gives the consumer fourteen days to withdraw without reasons and without penalty, running from conclusion of the contract for services and from receipt of the goods for sales. Article L. 221-24 requires refund of all sums paid, including delivery costs, within fourteen days at the latest, the consumer having the same period to return the goods under article L. 221-23. Where the withdrawal information was never given, article L. 221-20 extends the period by twelve months, which reopens a book of sales thought to be closed.
The withdrawal functionality and the refund surcharge
Article L. 221-21, as amended by Ordinance No 2026-2 with effect from 19 June 2026, requires a trader concluding distance contracts through an online interface to provide, free of charge, a functionality allowing the withdrawal right to be exercised at no cost, with details left to a decree. Where sums are not refunded on time, article L. 242-4 applies an escalating surcharge: statutory interest up to ten days, 5 per cent from ten to twenty days, 10 per cent up to thirty days, 20 per cent up to sixty days, 50 per cent up to ninety days, then five further points per month. Arrears therefore grow on their own, which is why they are the first figure to quantify with counsel.
Table 2 - Distance selling obligations and maximum fines under French law
The legal guarantee of conformity and liability for other people's performance
Two years, and a presumption that reverses the debate
Article L. 217-3 makes the seller answerable for defects of conformity existing at delivery which appear within two years of it, conformity being measured against the contractual criteria of article L. 217-4 and the objective criteria of article L. 217-5, which include durability and public statements about the goods. Article L. 217-7 presumes that defects appearing within twenty-four months existed at delivery, twelve months for second-hand goods. That presumption is what makes the guarantee costly for a distant seller: the burden of proof sits with you.
Remedies, the thirty-day limit and obstruction
Articles L. 217-8 and L. 217-9 organise the hierarchy of remedies and give the consumer the choice between repair and replacement. Conformity must be restored within a period which may not exceed thirty days and at no cost to the consumer, with a six-month extension of the guarantee for repaired goods, under articles L. 217-10 to L. 217-13. Price reduction and rescission follow articles L. 217-14 to L. 217-17. Since Law No 2025-391 of 30 April 2025, article L. 241-5 punishes bad-faith obstruction of the guarantee with a civil fine of up to 300 000 EUR, raisable to 10 per cent of average annual turnover.
You answer for your suppliers
Article L. 221-15 makes the trader liable as of right towards the consumer for the proper performance of a distance contract, whether the obligations are performed by him or by other service providers, subject only to the consumer's own act, an unforeseeable and insurmountable act of an unconnected third party, or force majeure. A carrier's failure or a supplier's stock error is therefore your breach, as developed in our article on dropshipping into France from abroad.
Delivery times, import VAT and customs duty
Thirty days by default
Article L. 216-1 provides that, absent any indication or agreement on the date, the trader delivers without undue delay and at the latest thirty days after conclusion of the contract. Article L. 216-6 allows the consumer, after formal notice, to suspend payment or terminate, and to terminate immediately on refusal, manifest impossibility, or where the date was an essential condition, with full reimbursement within fourteen days under article L. 216-7. Breach carries an administrative fine of 3 000 EUR for an individual and 15 000 EUR for a company under article L. 241-8.
Import VAT from the first euro
The exemption for consignments below 22 EUR disappeared on 1 July 2021: the French customs administration states that goods bought online from outside the Union are subject to VAT from the first euro, save in the overseas departments, with an electronic customs declaration for all such consignments. The Import One Stop Shop, under articles 369 terdecies and following of Directive 2006/112/EC, covers goods other than excise goods in consignments not exceeding 150 EUR; a taxable person not established in the Union uses it through an intermediary established in the Union, or under a mutual assistance agreement of similar scope, which has to be verified rather than assumed. Article 14 bis deems a facilitating electronic interface to have received and supplied the goods itself.
The end of the 150 EUR relief, and what is not yet in force
The relief for consignments of negligible value rested on article 23 of Regulation (EC) No 1186/2009. Council Regulation (EU) 2026/382 of 11 February 2026 removes it, and pending deployment of the EU Customs Data Hub an interim flat duty of 3 EUR per item applies to consignments below 150 EUR shipped directly to consumers in the Union, from 1 July 2026 to 1 July 2028, extendable, charged per distinct tariff subheading rather than per parcel, with the declarant liable. Product identifiers become mandatory from 1 November 2026. The Union handling fee remains a proposal and platforms as official importers is not in force. On the French side, articles 298 sexdecies H, 293 A and 293 A ter of the General Tax Code were repealed by Ordinance No 2025-1247 of 17 December 2025 and recodified, at constant law, in book II of the Code des impositions sur les biens et services from 1 September 2026.
Table 3 - VAT and customs on consumer parcels imported into France
What we see in practice
The theoretical timetable and the real one diverge in the first fortnight. Once the written notice provided by article L. 522-5 arrives, the period for observations is short and does not reopen, and we regularly see it consumed by internal translation, by group approval loops and by the search for the person who actually held the file. In the files we handle, the difference between a prepared response and an improvised one is almost never the quality of the legal argument: it is whether the company can produce, on request, the dated version of its terms, the confirmation emails actually sent, the refund records with their value dates, and the chain of instructions given to its logistics provider. Companies with no French assets also underestimate the measures that operate on the website rather than on a bank account, and discover them only once a domain or a listing is affected.
The cumulative exposure: administrative and criminal
Administrative measures come first and come fast
Article L. 521-1 allows the authority, after an adversarial procedure, to order a trader to comply, to cease unlawful conduct or to delete an unlawful term, with a daily penalty capped at 3 000 EUR and a total liquidation capped at 300 000 EUR; where the breach is punishable by a fine of at least 75 000 EUR, that penalty may instead be set by reference to worldwide turnover excluding tax, not exceeding 0.1 per cent, with the liquidated total capped at 5 per cent of that turnover. Fines are imposed by the authority itself under article L. 522-1, after the written notice, right to counsel of your choosing and observations provided by article L. 522-5, and both injunctions and sanctions may be published under articles L. 521-2 and L. 522-6.
Criminal exposure follows the effects, not the seat
Article L. 132-1 states that the offence of misleading commercial practice is made out as soon as the practice is implemented in France or produces its effects in France. Article L. 132-2 sets the penalty at two years' imprisonment and 300 000 EUR, raisable, proportionately to the advantages derived, to 10 per cent of average annual turnover over the last three known annual turnovers, or to 50 per cent of the expenditure on the advertising or practice, rising to 80 per cent for environmental claims; committed through an online public communication service, the penalties become five years' imprisonment and 750 000 EUR. Legal persons incur five times the amount provided for individuals under article 131-38 of the Criminal Code.
Reaching an operator with no French assets
The recurring question is not whether a fine can be imposed but whether it can be collected. The answer lies partly in cooperation mechanisms and partly in measures that bite on the website rather than a bank account, including de-indexing and the blocking of a domain name under article L. 521-3-1. We examine collection in our article on the enforcement of a French administrative fine outside the European Union, and audit dynamics behind a non-EU director in our article on the Dubai-based director of a French company facing a consumer audit. Each stage above has a short procedural window that does not reopen.
Questions frequently asked
Does French consumer law apply if my company has no establishment in France?
Yes, where your activity is directed at consumers residing in France within the meaning of Article 6(1) of Rome I. No establishment, employee, warehouse or French bank account is required. The test looks at commercial orientation: the language of the shop and checkout, the currency, shipping and returns to France, after-sales handled in French, advertising bought on French queries, and the domain used. Mere accessibility of the website from France is not enough on its own.
Our terms state that the contract is governed by our own national law. Is that clause void?
It is not void, it is capped. Article 6(2) of Rome I prevents the choice of law from depriving the consumer of the protection of mandatory provisions of the law that would otherwise have applied, and article L. 232-3 of the Consumer Code provides that the consumer cannot be deprived of the protection derived from Directive 2011/83/EU where the distance contract has a close connection with the territory of the Member State concerned.
Can a French consumer sue us in France even though we are outside the European Union?
Yes. Article 18(1) of Brussels I bis allows a consumer to sue in the courts for the place where he is domiciled, regardless of the domicile of the other party. Article 19 permits departure from that rule only by an agreement made after the dispute arose, one giving the consumer additional options, or one between parties domiciled in the same Member State. A jurisdiction clause in standard terms pointing to a third State does not qualify.
Do we have to give French customers a fourteen-day withdrawal right?
Where French consumer law applies, yes, with the starting points of article L. 221-18, refund of all sums including delivery costs within fourteen days under article L. 221-24, and the surcharge scale of article L. 242-4 for late refunds. If the withdrawal information was never given, article L. 221-20 extends the period by twelve months. Since 19 June 2026, article L. 221-21 also requires a free withdrawal functionality on the online interface.
How long does the legal guarantee of conformity last in France?
The seller answers for defects of conformity existing at delivery which appear within two years of it, under article L. 217-3, and defects appearing within twenty-four months are presumed to have existed at delivery, twelve months for second-hand goods, under article L. 217-7. Conformity must be restored within a period not exceeding thirty days, at no cost to the consumer. Bad-faith obstruction of the guarantee carries a civil fine of up to 300 000 EUR under article L. 241-5.
Who pays import VAT on parcels sent to French consumers?
VAT is due from the first euro on goods imported for consumers, with an electronic customs declaration. Whether you account for it through the Import One Stop Shop for consignments up to 150 EUR, whether an electronic interface is deemed supplier under article 14 bis, and whether you need an intermediary established in the Union depend on your flows and your country of operation. Displaying a price that excludes those charges is a separate consumer law risk.
Conclusion
Selling to French consumers from abroad is lawful, and many operators do it without incident. What is not available is the shelter a foreign registered office is assumed to provide. French consumer law follows the market rather than the corporate seat: the directed-activity test brings the contract under French protection despite a governing-law clause, Article 18(1) of Brussels I bis brings the dispute before a French court despite a jurisdiction clause, and the authority holds levers calibrated on your turnover and your website rather than on French assets.
The useful question is therefore never whether French law applies, but how much of it applies to your configuration and in what order the risks should be addressed. That analysis needs your actual pages, flows and volumes, and running it with a lawyer at the Paris Bar before an investigator makes contact is a materially different exercise from running it afterwards.
About the author
Guillaume Leclerc is an avocat admitted to the Paris Bar, practising through SELARL Victoris, 34 Avenue des Champs-Élysées, Paris. His practice is centred on French consumer-protection and competition enforcement: DGCCRF, DDPP and DREETS inspections, requests for documents, the adversarial procedure, administrative fines and the appeals against them. He is regularly instructed by traders established outside France whose offer reaches French consumers, works in French and in English, and handles files remotely. Further detail is set out on the firm's page on French consumer authority proceedings, and enquiries about a specific configuration can be sent through the contact page.
Last reviewed: September 2026.
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