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Acceptance of payment In a case between a French distributor and a German supplier, the Court of Cassation ruled that a buyer who systematically pays invoices containing the general conditions of sale (CGV) is deemed to have accepted these conditions, even if he did not sign the invoices. This case arose from a dispute in which the distributor had sued the supplier for the sudden termination of the commercial relationship .
The supplier argued that the dispute should be resolved in Germany, citing its T&Cs printed on the back of the invoices sent to the distributor, which specified the jurisdiction of the German courts in the event of a dispute. The distributor disputed the applicability of these T&Cs by arguing that he had never signed the invoices or any document referring to them.
Acceptance of the General Conditions of Sale: Implications of repeated payment: –
However, the Court sided with the German supplier, stating that “even if [the distributor] never signed any document containing [the] jurisdiction clause, it is sufficiently established that [he] accepted it by the repeated payment of bills on the back”. of which [ the T&Cs ] have been printed. »
This decision highlights the importance of paying close attention to the terms and conditions printed on documents issued by trading partners. The absence of your signature on these documents does not necessarily invalidate their application, because it can be demonstrated that you were aware of them and that you did not contest them.
Jurisdiction and Enforcement of Terms: The Importance of Printed Terms and Conditions: –
It is essential to carefully review all documents received, including invoices, contracts and other correspondence, to ensure that you are aware of all terms and conditions associated with them. By consistently paying invoices without objecting to the included terms, a buyer can be deemed to have accepted those terms whether or not they have signed a specific document.
To protect your interests and ensure clarity in business relationships, it is advisable to proactively communicate and negotiate terms and conditions with your business partners. If there are any disagreements or concerns regarding the terms presented, it is important to address them promptly to avoid inadvertent acceptance of unfavorable terms.
This case serves as a reminder of the importance of understanding and actively engaging with the terms and conditions set by your business partners, even if they are not explicitly signed. Timely awareness and action can help protect your rights and prevent disputes over jurisdiction and other contractual issues .
