The Importance of Signed Delivery Notes in Limiting Payment and Conformity Disputes

Beyond the purchase order and the accepted quote, the delivery note (bon de livraison) plays a decisive role in securing payment and neutralising later disputes. In French commercial practice, many recovery actions fail not because the order was unclear, but because the supplier cannot prove that the goods were properly made available to the buyer, delivered in accordance with the contract, and accepted without reservation.

From an evidentiary standpoint, the delivery note constitutes the bridge between the contractual commitment and the invoice. When properly signed and preserved, it provides proof both of delivery and of apparent conformity, significantly reducing the buyer’s ability to withhold payment on opportunistic grounds.

Buyer collects the goods: proof of availability is essential

When the contract provides that the buyer will collect the goods directly from the seller’s premises, the purchase order or contract usually specifies a date on which the goods are to be made available. In such situations, the seller must be able to prove that it effectively complied with that obligation.

It is not sufficient to argue that the goods were ready. The seller should retain evidence showing that the buyer was informed of the availability of the goods on the agreed date. This may take the form of a written notice, a registered letter, or a clearly documented email. Failing this, the seller exposes itself to the risk that the buyer may validly argue that the seller did not perform, thereby justifying cancellation of the order without payment.

French courts have shown little tolerance where the seller cannot prove that the goods were actually placed at the buyer’s disposal on the contractual date. In such cases, the contract may be considered resolved solely on that basis, without examination of any other factual element.

Seller delivers or ships the goods: allocation of risk and proof of delivery

Where the seller undertakes delivery, the contract must clearly determine whether delivery occurs at the seller’s premises or at the buyer’s location. This distinction is critical, as it governs the transfer of risks and responsibilities.

When delivery is agreed “ex works” or at departure, the goods travel at the buyer’s risk once handed over to the carrier. Conversely, where delivery is agreed at destination, the seller bears transport risks until the goods reach the buyer.

In practice, suppliers often include clauses stating that goods travel at the buyer’s risk and that it is the buyer’s responsibility to check the condition of the goods upon delivery. Such clauses are generally effective between professionals, provided they do not conflict with mandatory rules or with the buyer’s own purchasing conditions, which may prevail if properly incorporated.

Where goods are entrusted to a carrier, French law presumes the carrier to be responsible for loss or damage occurring during transport. However, this presumption does not relieve the seller of the need to prove that delivery actually took place in accordance with the contract. A signed delivery note remains the primary instrument for that proof.

Special caution is required for deliveries against payment (cash on delivery or equivalent mechanisms). Case law shows that carriers must strictly comply with the contractual requirement to collect payment in acceptable form. A failure at that stage may leave the seller unpaid without recourse against the buyer.

Consumer sales: stricter rules on transfer of risk

Where the buyer is a consumer, mandatory consumer-protection rules apply. In principle, the risk of loss or damage is transferred only when the consumer, or a third party designated by the consumer, takes physical possession of the goods. The seller bears the risk until that moment, regardless of the involvement of a carrier.

If the consumer claims non-receipt, the professional seller must prove that the goods were actually handed over to the consumer or to a designated third party. The fact that the carrier failed is irrelevant as between seller and consumer. In this context, a signed delivery note or equivalent proof of physical receipt is indispensable.

Preventing disputes over conformity: the delivery note without reservations

One of the most frequent arguments raised by buyers to justify non-payment is alleged non-conformity of the goods. The seller must therefore secure proof that the goods delivered corresponded to the goods ordered.

When the buyer accepts delivery without reservations, the law generally considers that apparent defects and visible non-conformities are covered. The buyer may no longer rely on such defects to refuse payment, provided they were detectable at the time of delivery.

For this reason, sellers have a strong interest in obtaining a delivery note signed without reservations. This document serves as evidence that the goods were delivered and that no immediate objection was raised as to their condition or conformity.

This rule applies even when delivery is received by the buyer’s employees. Acceptance without reservations by staff members entrusted with receiving goods is sufficient to bind the buyer, including in disputes where the buyer later alleges that the goods were unusable or inappropriate.

Courts have repeatedly rejected arguments based on urgency or operational constraints. Acceptance without reservations remains effective even if the buyer felt compelled to receive the goods quickly or under pressure.

Missing or incomplete delivery notes: a recurring source of failure

The absence of signed delivery notes is a recurrent weakness in debt-recovery cases. Even where most deliveries are properly documented, the supplier must be able to prove acceptance for each disputed delivery. Partial documentation is insufficient.

French courts require precise proof. Where some delivery notes are missing or unsigned, the supplier cannot simply rely on general practices, internal records, or delivery schedules to claim payment for the corresponding invoices.

This strict approach underlines the operational importance of systematic collection and preservation of signed delivery notes, even for routine or low-value deliveries.

Hidden defects and non-apparent non-conformity

Acceptance without reservations does not deprive the buyer of all remedies. Where the defect or non-conformity was not detectable at the time of delivery, the buyer may still bring a claim against the seller, including where the buyer is a professional.

Certain goods, particularly complex equipment or technical materials, cannot be fully assessed upon simple visual inspection. In such cases, courts recognise that conformity may only be assessed after installation, commissioning, or use.

That said, sellers may lawfully limit the scope and timing of such claims through carefully drafted contractual clauses, particularly in business-to-business relationships. These clauses must, however, comply with mandatory rules and be properly incorporated into the contractual framework.

Practical conclusion

The delivery note is not a logistical afterthought; it is a legal instrument of first importance. When properly used, it secures proof of performance, limits disputes over conformity, and strengthens the seller’s position in any subsequent recovery action.

Conversely, the absence of signed delivery notes — or their careless handling — regularly undermines otherwise solid claims. For businesses operating in France, systematic use of delivery notes signed without reservations is one of the most effective and least costly methods of reducing payment risk.