Supply Agreement in France: Template and Key Clauses (2026)

A supply agreement in France sets the terms on which one business supplies goods to another, either as a single order or as an ongoing relationship. French commercial law adds features that a generic template misses: a retention of title clause to protect the unpaid seller, legal limits on how long payment terms can be, and strong protection for a supplier or buyer against the sudden ending of an established commercial relationship. This is general information, not legal advice. French commercial law is technical, so take local advice for significant supply arrangements. ## The law that shapes a French supply deal The sale of goods sits in the Civil Code, the Code civil, and in the Commercial Code, the Code de commerce. The retention of title clause, the clause de reserve de propriete, lets the seller keep ownership until the buyer pays, and it is especially valuable if the buyer becomes insolvent. French law also caps payment periods between businesses: as a rule the Commercial Code limits agreed payment terms, commonly to a set maximum number of days from invoice or delivery, so a long payment term imported from another market can be unlawful. <!-- [VERIFY] exact payment term caps in Code de commerce art L441-10 --> The most distinctive French rule protects commercial relationships. Where parties have built an established relationship, ending it abruptly without reasonable written notice can give rise to liability under article L442-1 of the Commercial Code, regardless of what a short termination clause says. For cross border sales, the United Nations Convention on Contracts for the International Sale of Goods, the CISG, applies unless the parties exclude it. ## Key clauses, clause by clause 1. Parties and definitions. Name supplier and buyer and define the goods and any framework for repeat orders. 2. Goods and specification. Describe the goods, standards, quantities and conformity requirements. 3. Orders and framework. Set how orders are placed and accepted, and any forecast or minimum volumes. 4. Price and payment. State prices and payment terms within the legal maximum, plus late payment interest and the recovery indemnity French law requires. 5. Delivery and Incoterms. Set delivery terms by reference to an Incoterms rule, the place and timing. 6. Passing of risk. State when risk passes, separate from ownership. 7. Retention of title. Keep ownership until full payment, in writing and accepted before delivery so it is effective, including on insolvency. 8. Warranty and defects. Address the legal guarantee against hidden defects and any agreed warranty, with inspection and notice. 9. Liability. Cap liability in a balanced way that French courts will respect. 10. Term and termination. For a framework, set duration and, crucially, reasonable written notice before ending an established relationship. 11. Force majeure. Cover events beyond either party's control. 12. Governing law and CISG. Choose French law and state whether the CISG applies or is excluded. ## Payment terms and abrupt termination are the French points Two French features catch out foreign suppliers. First, payment terms longer than the legal maximum are unlawful, so a ninety day term copied from another market may not hold. Second, the protection against the brutal rupture of an established commercial relationship means a party cannot rely on a short notice clause to walk away from a long standing supplier or customer. Reasonable notice, often measured against the length and importance of the relationship, must be given in writing. As with a German supply deal, it helps to split the framework contract from the individual orders. The framework holds the stable, protective terms, such as retention of title, warranty, liability and governing law, while each order fixes quantity, price and delivery. This structure lets you repeat orders quickly without re opening the protective clauses, and it makes the lawful payment term and the agreed notice period easy to find. State which layer prevails if an order and the framework conflict, so a buyer cannot quietly impose its own purchase conditions through an order form. ## Common mistakes to avoid - A payment term longer than the legal maximum, which French law will not enforce.

• Ending a long standing supply relationship on short notice, risking liability for abrupt termination.
• A retention of title clause not agreed in writing before delivery, so it fails on insolvency.
• Ignoring the CISG on cross border sales instead of deciding to keep or exclude it.
• Confusing the passing of risk with the passing of ownership.
• No clear inspection and notice regime for defects. ## Keeping supply contracts governed Supply relationships run for years and generate a framework contract, orders, price lists, delivery notes and variations. The retention of title wording, the lawful payment term, the notice period and the renewal date scatter across emails and spreadsheets, and the clause that matters on an insolvency or a dispute is hard to find when it is needed. Adira is an AI workspace, built on Claude, where you can draft a supply agreement from a tuned template, review it for risk such as an unlawful payment term or a weak retention of title clause, sign and stamp it in flow, and track framework renewal dates, price reviews and notice periods in one place, with public per seat pricing and a 7 day trial. It is India first and global capable, and a command centre view of your supply obligations is on its roadmap. The core point holds with or without a tool: keep payment terms within the legal limit, give reasonable notice before ending an established relationship, and secure the seller with a valid retention of title clause.