Unfair terms and French consumers: a guide for UK sellers

Terms you cannot use with French consumers: unfair contract terms for UK online sellers

If your UK company sells online to consumers in France, many standard clauses of a UK-drafted set of terms and conditions have no effect against a French customer. French law treats some of them as blacklisted (clauses noires): they are deemed unwritten and expose your company to an administrative fine of up to €75,000. Others are presumed unfair unless you prove the contrary. Choosing English law does not change this.

Updated: November 2026. Key provisions: Articles L. 211-1, L. 212-1, L. 232-1, L. 241-1, L. 241-1-1, L. 241-2, L. 521-1, L. 524-1 and R. 212-1 to R. 212-4 of the French Consumer Code (Code de la consommation); Council Directive 93/13/EEC on unfair terms in consumer contracts; Article 6 of Regulation (EC) No 593/2008 (Rome I).

This guide is for directors of UK companies selling to French consumers and for their French partners. Withdrawal, legal guarantees, the consumer mediator and the order button are covered in a separate article of this series; here we review the clauses UK terms typically contain. Victoris is a Paris law firm: English law is mentioned only to explain your position, and nothing here is advice on English law. All examples are fictitious. If the French authorities have already contacted your company or a French partner, see our page for a lawyer for DGCCRF and DDPP inspections.

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Why UK terms and conditions run into trouble in France

Your English law clause does not remove French protection

Under Article 6(1) of the Rome I Regulation, a consumer contract is governed by the law of the country where the consumer has his habitual residence when the business directs its activities to that country. Article 6(2) allows the parties to choose another law, but that choice may not deprive the consumer of the protection of the rules that cannot be derogated from by agreement in his country. Under Article 2, this applies whether or not the law concerned is that of a Member State.

On unfair terms, the French Consumer Code adds its own rule. Article L. 232-1 provides that, notwithstanding any contrary term, the consumer cannot be deprived of the protection of the national rules adopted under Directive 93/13/EEC when the contract has a close connection with the territory of a Member State. Article L. 231-1 deems that connection to exist where the business directs its activity to the State where the consumer lives. Article 6(2) of the Directive itself requires this protection against the choice of the law of a non-Member country.

France goes further than the Directive

Directive 93/13/EEC defines an unfair term as one which, contrary to the requirement of good faith, causes a significant imbalance in the parties' rights and obligations to the detriment of the consumer (Article 3(1)). Its Annex is only "an indicative and non-exhaustive list" (Article 3(3)), and Article 8 allows Member States to adopt more stringent provisions. France has done so. Alongside the general test of Article L. 212-1, the Code contains two lists set by decree: a blacklist of twelve types of terms that are irrebuttably presumed unfair and therefore prohibited (Article R. 212-1), and a grey list of ten types of terms presumed unfair unless the business proves otherwise (Article R. 212-2).

A blacklisted clause cannot be saved by any argument about context, and it can be fined after an inspection without any consumer having complained. A grey-list clause shifts the burden onto you. Any other clause can still be struck out under the general test of Article L. 212-1, assessed at the time the contract was concluded and in light of all its other terms.

What "unfair" means in French law

Article L. 212-1 applies to every contract between a business and a consumer, whatever its form or medium, including order forms, invoices, guarantee documents and delivery notes. It does not cover the definition of the main subject matter of the contract or the adequacy of the price, provided those terms are drafted in clear and comprehensible language. Article L. 212-2 extends the regime to contracts with non-professionals. Note that Article L. 212-3, still cited in many guides, was repealed in 2021.

Under Article L. 211-1 (and Article 5 of the Directive), terms must be drafted clearly and comprehensibly and, in case of doubt, are interpreted in favour of the consumer. A clause that is ambiguous in English and loosely translated into French will be read against you. Sales to French businesses fall under a different text, Article 1171 of the French Civil Code, which this guide does not cover.

Fifteen common UK clauses and how French law treats them

Liability caps and exclusions

"Our total liability to you shall not exceed the price you paid for the goods" and "we shall not be liable for any indirect or consequential loss" appear in almost every set of UK terms. In France, a term that has the object or effect of removing or reducing the consumer's right to compensation for loss caused by the business's failure to perform any of its obligations is blacklisted (Article R. 212-1, point 6). Take a fictitious Edinburgh skincare brand whose defective face serum causes an allergic reaction: a cap at the €45 price of the serum would not limit what the customer can claim.

"Images are for illustration only" and "colours may vary"

A short notice explaining that screen settings affect how a colour looks is harmless. The problem comes when the clause is written or used to reject any complaint: "product images are not contractual and we accept no claim based on differences from the photographs". A fictitious Brighton knitwear label that ships a mustard jumper instead of the green shown on its product page cannot rely on such a clause. Read that way, it gives the seller alone the right to decide whether the goods conform (Article R. 212-1, point 4) and reduces the consumer's right to compensation (point 6), both blacklisted.

Changing prices or terms after the order

"We reserve the right to change our prices at any time before dispatch" and "we may amend these terms at any time; the version published on our website applies" are blacklisted when they reserve to the business the right to change unilaterally the terms relating to the duration, the characteristics or the price of the goods (Article R. 212-1, point 3). Changing other terms unilaterally is on the grey list (Article R. 212-2, point 6). Binding the consumer to terms that are not in the document he accepts, or that sit in another document not expressly referred to when the contract is concluded and which he did not see beforehand, is blacklisted (Article R. 212-1, point 1).

Article R. 212-4 contains two limited exceptions. For contracts of indefinite duration, a clause may allow the business to change the price if the consumer is warned within a reasonable time so that he can terminate. A clause may also allow changes linked to technical developments, provided there is no price increase, no loss of quality, and the characteristics that mattered to the consumer could be written into the contract. A monthly cosmetics subscription box may therefore include a price review clause with notice and a right to cancel. A one-off order for a sofa may not.

Cancelling orders at your discretion

UK terms often state that "the contract is formed only when we dispatch the goods" and that "we may cancel your order at any time for any reason". Two provisions of French law are relevant. Recognising a right for the business to terminate the contract at its discretion without giving the consumer the same right is blacklisted (Article R. 212-1, point 8), as is keeping sums paid for performance the business has not provided when it terminates at its discretion (point 9). Providing for a firm commitment by the consumer while the business's own performance depends on a condition within its sole control is on the grey list (Article R. 212-2, point 1).

Protection against obvious pricing errors is a legitimate concern, but a narrow clause on manifest errors with an immediate refund is drafted very differently from a general right to cancel.

Refunds as store credit, restocking fees and return costs

"Refunds are issued as store credit" or "a 15% restocking fee applies to all returns" are common in UK fashion and furniture terms. For withdrawal within the 14-day period, the Code requires a refund of all sums paid, including standard delivery, by the same means of payment unless the consumer expressly agrees otherwise (Article L. 221-24), and the consumer bears no costs other than those provided by law (Article L. 221-18). A restocking fee is therefore not available. The details are in our separate article on French consumer law.

"Delivery dates are estimates only"

A fictitious Sheffield furniture maker states that "delivery dates are estimates only and we accept no liability for delay". Stipulating an indicative date of performance, except where the law allows it, is on the grey list (Article R. 212-2, point 7). Article L. 216-1 requires the business to deliver on the date or within the period indicated to the consumer, and, if no date is given, without undue delay and no later than thirty days after the contract is concluded. If you fail to deliver, Article L. 216-6 allows the consumer to suspend payment, to terminate after giving you a reasonable additional period, or to terminate immediately where the date was essential, without prejudice to damages. A term that removes the consumer's right to terminate for non-delivery is blacklisted (Article R. 212-1, point 7).

"Risk passes to you when we hand the goods to the carrier"

Under French law, the risk of loss or damage passes to the consumer when he, or a third party he designates, takes physical possession of the goods (Article L. 216-2). The only exception is where the consumer entrusts the goods to a carrier other than the one offered by the business: the risk then passes when the goods are handed to that carrier (Article L. 216-3). A clause transferring risk on dispatch contradicts the Code. A parcel lost between Manchester and Lyon remains your loss, and your recourse is against your carrier.

English courts, arbitration and mandatory mediation

"The courts of England and Wales shall have exclusive jurisdiction" has little effect against a French consumer. Where the business directs its activities to France, Article 18(1) of the Brussels I bis Regulation allows the consumer to sue in the courts of his own domicile, regardless of the seller's domicile, and Article 19 limits jurisdiction agreements made before the dispute. Under French consumer law, a term that removes or hinders the consumer's right to take legal action is on the grey list (Article R. 212-2, point 10).

The same point 10 mentions terms requiring the consumer to go exclusively to arbitration not covered by legal provisions, or exclusively to an alternative dispute resolution method. Article 2061 of the French Civil Code adds that an arbitration clause cannot be relied on against a party who did not contract in the course of his profession. Article L. 612-4 of the Consumer Code prohibits any term obliging the consumer to go through mediation before going to court.

Class action waivers

Some terms drafted on international templates ask the customer to waive any right to bring or join a class or representative action. French law provides for group actions (action de groupe) brought by qualified entities on behalf of consumers. A waiver of this kind hinders the exercise of legal action and, in our view, falls within the grey list (Article R. 212-2, point 10).

"Entire agreement" and statements by your staff

"These terms constitute the entire agreement between us and no statement by our staff or agents shall bind us" is standard in UK drafting. Restricting the business's obligation to honour commitments made by its employees or agents is blacklisted (Article R. 212-1, point 2). If your customer service confirms by email that a dining table will arrive before Christmas, the entire agreement clause cannot disown that promise.

"Our decision is final": interpretation and conformity

Terms such as "we will determine at our sole discretion whether goods are faulty" or "in case of dispute, our interpretation of these terms shall prevail" are blacklisted. Article R. 212-1, point 4, targets both the right of the business alone to determine whether the goods conform and its exclusive right to interpret any term. The Directive's Annex uses the same words (point 1(m)). The French rule runs the other way: in case of doubt, the term is read in favour of the consumer (Article L. 211-1).

Evidence and complaint deadlines

"Our records shall be conclusive evidence of the order and its delivery" or "damage must be reported within 48 hours, failing which no claim will be accepted" deal with proof. Imposing on the consumer a burden of proof that should normally lie with the business is blacklisted (Article R. 212-1, point 12). Unduly limiting the consumer's means of evidence is on the grey list (Article R. 212-2, point 9). A deadline of this kind cannot cut down the two-year legal guarantee.

"The English version prevails"

Many UK sellers add a French translation of their terms with a clause stating that the English version prevails in case of conflict. Article 2 of Law No. 94-665 of 4 August 1994 makes French compulsory in the offer, presentation and description of goods, the description of guarantee terms, and in invoices. Article L. 211-1 requires clear and comprehensible terms, interpreted in favour of the consumer in case of doubt. In our view, a French consumer must be able to rely on the French text he was shown, and a clause giving priority to the English version is exposed. A separate article in this series deals with language requirements.

What happens to an unfair term, and what it costs

The clause is deemed unwritten, the contract survives

Under Article L. 241-1, unfair terms are deemed unwritten (réputées non écrites). The contract remains in force for its other provisions if it can continue without them, and this rule is a matter of public policy. Article 6(1) of the Directive provides the same, and a French judge must set aside of his own motion, after hearing the parties, a clause whose unfairness appears from the case file (Article R. 632-1). If you cap your liability at the price of a €1,200 sofa and the delivery team damages the customer's floor, the cap simply disappears.

Administrative fine for blacklisted terms

Article L. 241-2 makes the presence of one or more blacklisted terms (those listed in Article R. 212-1) in a consumer contract punishable by an administrative fine of up to €15,000 for an individual and €75,000 for a company. Where the fine follows a mutual assistance request concerning a widespread infringement, under Article 21 of Regulation (EU) 2017/2394, it can reach 4% of average annual turnover, calculated on the last three known annual turnovers, or €2 million if turnover information is not available. The fine is imposed by the DGCCRF (the French authority for competition, consumer affairs and fraud control) after an adversarial procedure in which the company may submit observations (Article L. 522-5). Grey-list terms do not carry this fine, but they can be struck out by a court and removed by injunction.

Injunctions, court orders and the civil fine for repeat use

Under Article L. 521-1, after an adversarial procedure, DGCCRF agents may order a business to remove any unlawful or prohibited term within a reasonable time. The order can carry a daily penalty of up to €3,000, capped at €300,000; where the breach carries a fine of at least €75,000, which is the case for blacklisted terms, the daily penalty can reach 0.1% of worldwide turnover, capped at 5%. The authority (Article L. 524-1) and consumer associations (Article L. 621-8) can also ask a civil court to order the removal of the term, to declare it unwritten in all identical contracts concluded by the same business with consumers, and to order the business to inform the consumers concerned at its own expense.

Article L. 241-1-1, in its version in force since 3 May 2025, provides for a civil fine for a business that continues to use, in identical contracts, terms that a final court decision has already found unfair against it. The authority, consumer associations, the public prosecutor or the consumer may ask the court to impose a fine of up to €15,000 for an individual and €75,000 for a company, rising to 4% of average annual turnover in widespread cases handled through EU mutual assistance. The court may also order publication of its decision at the company's expense. Our guide to misleading commercial practices in France covers the related risk of misleading customers about their rights.

How to adapt your terms for French consumers

A French set of terms, or a French consumer addendum

There are two workable approaches. The first is a separate set of French consumer terms (conditions générales de vente), drafted in French under French law for orders delivered in France. The second keeps your UK terms and adds a "French consumers" schedule that overrides every conflicting clause for consumers resident in France. The schedule only works if it states clearly which clauses it replaces: a vague reference to "mandatory French law where applicable" leaves the unfair clauses in the text. The right route depends on your volumes in France, your other EU markets and your checkout.

A 12-point check of your UK terms

1. No cap or exclusion of liability towards consumers (R. 212-1, point 6).
2. No "images not contractual" clause used to reject complaints (R. 212-1, points 4 and 6).
3. No right to change price or characteristics after the order (R. 212-1, point 3; exceptions in R. 212-4 for indefinite contracts).
4. Changes to terms apply only to future orders, and the terms the customer accepts are the ones shown at checkout (R. 212-1, point 1).
5. No discretionary right to cancel an accepted order (R. 212-1, points 8 and 9; R. 212-2, point 1).
6. A firm delivery date or period, or the 30-day default (L. 216-1; R. 212-2, point 7).
7. Risk passes on physical possession by the customer (L. 216-2).
8. No store credit or restocking fee on withdrawal (L. 221-18; L. 221-24).
9. No exclusive English jurisdiction, arbitration or mandatory prior mediation (R. 212-2, point 10; Civil Code, Article 2061; L. 612-4).
10. No disclaimer of commitments made by staff or agents (R. 212-1, point 2).
11. No exclusive right to interpret or decide conformity, no conclusive-evidence clause (R. 212-1, points 4 and 12; R. 212-2, point 9).
12. A French text the customer can rely on, written clearly (L. 211-1; Law No. 94-665, Article 2).

This list identifies exposure. It does not say how to redraft each clause, how to handle orders placed under the old terms, or how to respond to an inspection already under way: that is where a French lawyer should be involved.

Frequently asked questions

Do French unfair terms rules apply to a UK company selling online?

Yes, when your company directs its sales to France. Article 6 of Rome I and Article L. 232-1 of the French Consumer Code preserve that protection even if your terms choose English law.

What is a blacklisted clause in French consumer law?

It is one of the twelve types of terms listed in Article R. 212-1 of the French Consumer Code. They are irrebuttably presumed unfair and therefore prohibited. Their presence in your terms can lead to an administrative fine of up to €75,000 for a company (Article L. 241-2).

Can I limit my liability to the price paid when selling to French consumers?

No. A term that removes or reduces the consumer's right to compensation when you fail to perform any of your obligations is blacklisted (Article R. 212-1, point 6). It is deemed unwritten and can be fined.

Is an exclusive jurisdiction clause for the English courts valid against a French consumer?

In general, no. The consumer can sue in France under Article 18(1) of the Brussels I bis Regulation, and a term hindering legal action is presumed unfair under Article R. 212-2, point 10, of the French Consumer Code.

Can I keep "colours may vary" in my terms for France?

A factual note about screen rendering is acceptable. A clause used to reject complaints about products that do not match their description is exposed under Article R. 212-1, points 4 and 6.

What happens if my terms contain an unfair clause?

The clause is deemed unwritten and the rest of the contract continues (Article L. 241-1). The DGCCRF can order its removal (Article L. 521-1) and, for blacklisted terms, impose a fine (Article L. 241-2). Repeated use of a clause already found unfair by a final court decision can lead to a civil fine (Article L. 241-1-1).

Conclusion

UK terms and conditions are drafted for UK consumers. Sent unchanged to French customers, several of their standard clauses become blacklisted terms, grey-list terms you would have to justify, or clauses that simply contradict the French Consumer Code. Each one is deemed unwritten, and blacklisted terms carry an administrative fine. If you would like us to review your terms for the French market, you can book a consultation using the link at the top of this page.

Article written by Guillaume Leclerc, lawyer at the Paris Bar, 34 avenue des Champs-Élysées, Paris. Working languages: French and English.

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