Manufacturing and Supply Agreement in France: Template, Key Clauses and Local Law (2026)

A manufacturing and supply agreement is where one party (the manufacturer or supplier) agrees to make and deliver goods to another (the buyer) over time, usually to a specification and a forecast. In France the contract rests on the Civil Code, but one rule dominates long-term supply: you cannot simply walk away. The Commercial Code protects an established commercial relationship against abrupt termination, so ending supply without reasonable written notice can trigger damages even when the contract allows termination. This is general information, not legal advice. French supply law mixes the Civil Code, the Commercial Code, and EU product rules, and outcomes depend on your facts. Confirm your position with a qualified French lawyer before relying on a template. ## The local law that governs a French manufacturing and supply deal - Code civil (reformed in 2016). The general law of contract and obligations governs formation, performance, and remedies. A sale (vente) carries the seller's duty to deliver conforming goods and the warranty against hidden defects (garantie des vices caches, Articles 1641 and following).

• Abrupt termination, Code de commerce Article L442-1 II. Ending an established commercial relationship, in whole or in part, without written notice that reflects the length of the relationship can make the terminating party liable for the resulting loss. This rule is of public order, so it cannot be contracted out of, and it applies even if the contract says termination is permitted. It was renumbered from the former Article L442-6.
• Product liability, Code civil Articles 1245 and following, which transpose the EU Product Liability Directive and impose liability for defective products independent of fault.
• EU sales law. For cross-border supply, the United Nations Convention on Contracts for the International Sale of Goods applies by default unless excluded, so state your choice. ## Key clauses to get right - Products and specification, with a clear change-control process.
• Forecasts, orders, and minimums, separating non-binding forecasts from binding orders.
• Price, payment, and adjustment, including indexation for material-cost changes and compliance with payment-term limits in the Commercial Code.
• Quality, inspection, and acceptance, and the handling of hidden defects under the Civil Code warranty.
• Delivery, title, and risk, with clear Incoterms and retention of title (clause de reserve de propriete).
• Notice and termination. Set a notice period that reflects the length and value of the relationship, because short or no notice can breach Article L442-1 II regardless of the contract term.
• Warranties, product liability, and recall, consistent with Articles 1245 and following.
• Intellectual property and tooling.
• Governing law and disputes. ## A simple skeleton 1. Parties and definitions

2. Products and specification
3. Forecasts, orders, and minimum volumes
4. Price, payment, and adjustment
5. Quality, inspection, and acceptance
6. Delivery, title, risk, and retention of title
7. Warranties and hidden-defect remedies
8. Product liability and recall
9. Intellectual property and tooling
10. Term, notice, and termination
11. Liability and limitations
12. Governing law and dispute resolution
13. Signatures ## Common mistakes - Relying on a contractual termination clause and giving short notice, when Article L442-1 II still requires reasonable written notice for an established relationship.

• Forgetting the public-order nature of the abrupt-termination rule, which cannot be waived.
• Overlooking the hidden-defects warranty and strict product liability under the Civil Code.
• Missing payment-term limits set by the Commercial Code.
• Leaving retention of title and tooling ownership unclear. ## One workspace for your contracts French supply relationships reward careful tracking of notice periods and the full set of orders and annexes. Adira is an AI legal operating system that drafts, reviews, and tracks contracts as a structured clause tree, so notice dates, volumes, and price terms stay visible across the relationship. Adira is India-first today, and deeper non-India jurisdiction support, including France, is on its roadmap, so use it as a drafting and tracking workspace rather than a source of French legal advice for now.