Contract Clauses That Make Debt Recovery Easier in France

A practical, enforceable toolkit for suppliers and service providers (with French legal references and key case law)

On paper, debt recovery is about one thing: an unpaid invoice. In practice, the speed and success of recovery in France often depend on clauses that businesses treat as “secondary” when the contract is signed. When a dispute escalates, these clauses become decisive because they set the procedural battlefield: where the dispute must be litigated, whether a court action is admissible, which law governs interpretation, whether state courts are competent at all, and how far a debtor can push tactical objections.

For a creditor, the goal is not to turn the contract into a legal treatise. The goal is to ensure that, if payment fails, the dispute can be processed efficiently, with minimal procedural friction and maximum enforceability. That is precisely what the clauses in this guide are designed to do.

This article is written for debtcollectionfrance.com and for companies—French or foreign—selling goods or services to professional partners in France, or delivering into France. It focuses on the clauses that matter most once a dispute appears, and it explains their enforceability conditions under French law, with references to the French Code of Civil Procedure (CPC), the French Civil Code, the French Commercial Code, EU instruments (notably Regulation (EU) No 1215/2012 and Rome I Regulation No 593/2008), and the most operational case law.

1. The non-negotiable foundation: a clause is useful only if you can prove acceptance

Before looking at specific clauses, one condition overrides everything else: the clause must be enforceable against the party you will sue. In French litigation, many creditors lose time at the very first step because the debtor argues that the clause was never accepted, was unreadable, was introduced too late, or was buried in documents that were not contractually incorporated.

This is not a theoretical risk. Courts regularly refuse to apply procedural clauses when presentation and proof are weak, especially when the clause sits in barely readable terms or appears only on late documents.

A creditor’s best practice is simple and very effective: place the key clauses in a document that the other party must sign or expressly accept, such as a master agreement, a purchase order, or a confirmed online acceptance flow with traceable records. If you rely on general terms and conditions, you must make sure that (i) the main document clearly incorporates them, (ii) they are accessible, and (iii) you can prove which version was accepted.

In commercial recovery, your clause must be both legally sound and operationally provable. If it is not provable, it is not bankable.

2. Jurisdiction clause (clause attributive de compétence): controlling where you litigate

2.1 Why this clause changes recovery dynamics

A jurisdiction clause does not create the debt. It makes the debt recoverable faster by limiting procedural friction.

When litigation is unavoidable, the debtor’s most common tactical benefit is geography. Without a jurisdiction clause, creditors often find themselves required to sue where the debtor is located, which increases cost, slows procedure, complicates counsel coordination, and can fragment litigation across multiple courts.

A well-drafted clause does two practical things:

1. It reduces the creditor’s logistical burden by bringing disputes to a predictable forum—often the commercial court nearest the creditor’s headquarters.

2. It prevents dispersion by centralising multiple recovery files before one court.

For businesses managing multiple French customers across regions, that centralisation alone can materially reduce litigation time and budget.

2.2 The legal gate: CPC article 48 and the B2B nature of the clause

Under French law, jurisdiction clauses are principally governed by CPC article 48, which requires that the clause be agreed between parties of sufficient professional standing and be specified in a manner that supports real consent. In practice, this clause is primarily effective in B2B relationships. It is generally ineffective against private individuals in domestic disputes, and courts have refused to enforce it against consumers or non-merchants in classic settings (for example, Cass. com., 10 June 1997, no. 94-12316).

For a debt recovery strategy, this means you must segment your documentation: the clause is a powerful tool in professional contracting, but it must be handled with care when your customers may be consumers.

2.3 Drafting principles: clarity, exclusivity, and scope

A jurisdiction clause should be drafted in complete sentences, with no ambiguity as to the chosen court. You do not need ornate drafting. You need a clause that a judge can apply without interpretation.

A practical B2B model (to tailor to your city and contractual structure) is:

2.4 Presentation must be apparent: readability is not optional

A jurisdiction clause often fails for one basic reason: it is hidden.

French courts have rejected a clause when the general terms containing it were printed in extremely small characters, in pale grey on a coloured background, difficult to read, and not signed (decision of the Versailles Court of Appeal, 16 October 1997, CRPI v Speedware France). That decision is old, but the operational lesson is timeless: if the clause is not presented clearly, the creditor may lose the benefit of it.

The solution is practical:

• Put the clause in a visible location (contract body or front of the order).

• Ensure legibility (normal font size, normal contrast).

• Ensure an acceptance mechanism that creates evidence.

Long-term business relations can help a creditor when the clause has been repeatedly used without objection. Courts have inferred acceptance from established dealings in certain circumstances (Cass. com., 5 March 1991, no. 89-17360). However, relying on implied acceptance is weaker than obtaining explicit agreement in writing.

2.5 Conflicts between documents: special terms prevail over general terms

In practice, many disputes involve inconsistent documents: a contract says one thing, a later annex says another, a purchase order contradicts general terms, or the customer’s purchasing terms clash with the supplier’s sales terms.

French case law recognises the hierarchy: specific provisions override general ones. In a conflict between general terms and special terms concerning the competent court, judges applied the specific clause, reflecting the principle that special stipulations derogate from general provisions (Cass. com., 21 June 2017, no. 15-11154).

For a creditor, the operational implication is clear: do not allow inconsistent forum clauses in your contractual chain. One contradiction is enough to create delay and uncertainty.

2.6 Online contracting: click acceptance and website-hosted T&Cs

Many creditors use website-hosted general terms and rely on clicks or references in invoices and delivery documents. This can be enforceable, but only if the acceptance and accessibility satisfy legal requirements.

EU case law recognises that a click can constitute valid acceptance of a jurisdiction clause where the user can access, download, and store the terms via a hyperlink (for example, CJEU, 21 May 2015, Case C-322/14, and later CJEU, 24 November 2022, Case C-358/21). French case law has also upheld a jurisdiction clause where delivery notes and invoices referred to general terms accessible online (Cass. civ. 1re, 7 June 2023, no. 21-24927).

From a debt recovery perspective, the question is not “is this theoretically valid?” but “can you prove it, years later, against a debtor who will deny consent?” That requires:

• version control (archiving each T&C version),

• acceptance logs (time, user identity, IP where relevant),

• and a stable method to demonstrate that the terms were accessible at the time.

2.7 Special issues in transport: recipients and third parties

Transport creates recurring difficulties because contracts often involve more than two parties, and clauses may appear in transport documents that are not clearly accepted by everyone.

French case law illustrates strictness in some contexts. In land transport, a jurisdiction clause inserted in the waybill may not bind the recipient unless it was accepted because it may not form part of the contract’s essential economy (Cass. com., 4 January 2005, no. 03-17677). In maritime transport, the recipient who is not a party to the bill of lading is not bound unless there is special acceptance, and prior commercial relations may not be enough (Cass. com., 14 December 2022, no. 20-17768).

For creditors, these cases are reminders that jurisdiction strategy must be integrated into the contract itself, not delegated to downstream logistics paperwork.

2.8 International contracts: Brussels I Recast and asymmetric clauses

When litigation spans borders, enforceability depends heavily on EU rules.

Within the EU, Regulation (EU) No 1215/2012 (“Brussels I Recast”) recognises jurisdiction clauses in article 25, provided the chosen courts are sufficiently identified.

French courts also scrutinise asymmetric jurisdiction clauses. A clause that binds one party to a single forum while allowing the other party to sue “any court” can be invalid, because the eligible courts are not sufficiently determined (Cass. civ. 1re, 26 September 2012, no. 11-26022; Cass. civ. 1re, 25 March 2015, no. 13-27264). By contrast, if the clause precisely identifies the alternative courts, it can be upheld (Cass. civ. 1re, 7 October 2015, no. 14-16898; Cass. civ. 1re, 11 July 2019, no. 18-11456).

For foreign creditors, the drafting standard is therefore strict: choice-of-forum clauses must designate courts clearly and avoid “unlimited choice” language.

3. Conciliation clause (clause de conciliation): a procedural gate that can block premature lawsuits

3.1 The real value: admissibility control

A conciliation clause requires parties to attempt a structured amicable resolution before suing. When drafted properly, it does not merely encourage negotiation; it can create a legal obstacle to court action.

French case law confirms the validity of conciliation clauses and allows defendants to raise them as a procedural bar (notably Cass. ch. mixte, 14 February 2003, no. 00-19423; Cass. com., 17 June 2003, no. 99-16001; Cass. civ. 2e, 12 September 2024, no. 21-14946). Procedurally, the sanction is typically a fin de non-recevoir, which means the claim is inadmissible until the clause is complied with.

This matters in debt recovery for two reasons. First, it reduces the likelihood that a dispute goes straight into long proceedings without any structured negotiation. Second, it can protect a debtor from aggressive litigation—but it also protects a creditor who wants disciplined escalation, by making process predictable.

3.2 The drafting risk: vague “amicable settlement” language is often useless

A common mistake is to insert a clause stating that the parties will “attempt to settle amicably” before litigation. French courts have often considered that such language lacks binding force when it does not specify a concrete procedure (Cass. com., 29 April 2014, no. 12-27004).

If you want the clause to be mandatory and enforceable, the clause must establish a real mechanism. It should specify, at minimum, how conciliation starts, how the third party is designated, and how long it lasts.

3.3 A crucial procedural trap: failure may not be curable mid-proceedings

One of the most operationally important lines of case law is that non-compliance with a mandatory conciliation clause may not be cured during the litigation.

The Court of Cassation has held that when a clause creates a mandatory prior conciliation procedure, the failure to implement it before seizing the court cannot necessarily be regularised later, even if conciliation is started during the proceedings (Cass. ch. mixte, 12 December 2014, no. 13-19684; Cass. civ. 3e, 16 November 2017, no. 16-24642).

For creditors, this means you must design conciliation clauses that support your commercial reality. If your model requires urgent interim measures (freezing assets, preserving evidence, stopping limitation periods), the clause should preserve the ability to use emergency proceedings.

French case law confirms that a conciliation clause does not necessarily prevent a party from seeking urgent interim measures in référé, notably to preserve evidence or interrupt deadlines (Cass. civ. 3e, 28 March 2007, no. 06-13209).

3.4 Consumers: mediation rights exist, but mandatory ADR cannot be imposed

When a consumer is involved, French consumer law creates strong limits. Consumers have a statutory right to access a consumer mediator (Consumer Code art. L. 612-1) and businesses must disclose mediator details (Consumer Code art. R. 616-1). However, businesses generally cannot impose mandatory mediation as a condition before the consumer can sue (Consumer Code art. L. 612-4), and mandatory ADR clauses may be presumed abusive (Consumer Code arts. L. 212-1 and R. 212-2, 10°). Courts may even be required to examine abusiveness on their own initiative in certain cases (Cass. civ. 3e, 19 January 2022, no. 21-11095).

For debtcollectionfrance.com, the practical message is clear: conciliation clauses are primarily a B2B tool, and consumer cases require a different compliance layer.

3.5 A robust model clause (B2B)

A clause should remain readable while being operationally complete:

Model – Mandatory conciliation (B2B)
“In the event of any dispute relating to this contract, the parties shall first attempt to resolve the dispute through a conciliation procedure. The conciliation phase shall be initiated by written notice describing the dispute and the requested resolution. Within fifteen (15) days of the notice, the parties shall agree on a conciliator. If no agreement is reached, the conciliator shall be appointed by the President of the Commercial Court of [City] upon request of either party. The conciliation phase shall last thirty (30) days from the conciliator’s appointment, unless extended by written agreement. No party may commence court proceedings before completion of the conciliation phase, except for urgent interim measures required to preserve evidence or rights.”

4. Governing law clause (clause fixant la loi applicable): predictability in cross-border enforcement

4.1 Why governing law is not optional in international trade

For international contracts, the governing law clause is the foundation of predictability. Without it, parties may litigate first about which law applies, and that preliminary dispute can consume time and resources before the court even addresses the unpaid price.

Within the EU, the ability to choose the applicable law is recognised by Rome I Regulation (EC) No 593/2008, notably article 3(1). A simple clause will generally suffice in B2B contracting:

Model – Governing law
“This contract shall be governed by French law.”

For foreign sellers delivering goods into France, choosing French law often aligns the contract with the enforcement environment, particularly when the debtor’s assets and insolvency risk are located in France.

4.2 E-commerce and consumer constraints

In online commerce, the governing law clause becomes more sensitive when customers may be consumers, especially across borders. EU case law confirms that a trader cannot simply impose foreign law without clarifying that consumers still benefit from mandatory protections of their home law when those rules apply (CJEU, 28 July 2016, Case C-191/15). French law also contains protective provisions in consumer contexts.

For debt recovery, the operational conclusion is that B2C and mixed-audience online contracting require careful segmentation. A B2B site can often use a clean French-law clause; a consumer-facing site needs a more nuanced approach.

5. Arbitration clause (clause compromissoire): removing state courts from the equation

5.1 When arbitration makes sense for creditors

Arbitration is not usually the best tool for routine debt recovery because it can be expensive, especially where the dispute is straightforward and the objective is rapid enforcement.

Arbitration becomes valuable when at least one of the following is true:

• the contract value is high enough to justify arbitral costs,

• the dispute is technical and requires specialist decision-making,

• the relationship is international and neutrality is important,

• confidentiality is commercially necessary,

• enforcement may be required outside France.

5.2 The legal framework: articles 1442–1449 of the French Code of Civil Procedure (CPC), and the competence-competence logic

French arbitration law is structured around key provisions of the Code of Civil Procedure. An arbitration agreement must be in writing (CPC art. 1443) and should provide a method for appointing arbitrators (CPC art. 1444), although reference to arbitral rules may suffice.

The practical effect is jurisdictional. Where a valid arbitration clause exists, state courts should decline jurisdiction except in narrow circumstances, pursuant to the “manifest nullity/inapplicability” test and the rule that courts step aside in favour of the arbitral tribunal (CPC art. 1448; see also Cass. com., 14 November 2018, no. 17-10184).

Impecuniosity alone does not automatically make the clause “manifestly inapplicable” (Cass. civ. 1re, 27 September 2023, no. 22-19859). Parties can also waive arbitration by litigating without invoking the clause at the right time.

5.3 Operational pitfalls: do not create contradictory procedural signals

In long relationships, businesses sometimes include arbitration in the contract but later print a jurisdiction clause on invoices. Courts have rejected simplistic arguments that invoices override arbitration automatically; a mere mention on invoices does not necessarily demonstrate that parties abandoned arbitration for state courts (Cass. civ., 25 June 2014, no. 13-23669).

For creditors, the rule is consistency: if arbitration is chosen, keep downstream documents aligned, and avoid contradictory language.

5.4 International arbitration: broad acceptance in French case law

French courts are generally supportive of international arbitration. Case law recognises the validity of arbitration clauses in international contracts even where one party is not a merchant or not acting professionally in a strict sense, provided the contract relates to international trade (for example, Cass. civ. 1re, 21 May 1997, no. 95-11427; Cass. civ. 1re, 28 January 2003, no. 00-22680; Cass. civ. 1re, 30 March 2004, no. 02-12259).

This is one reason arbitration remains attractive for cross-border supply chains: it can reduce jurisdictional conflict and facilitate foreign enforcement of awards through international conventions.

6. Del credere and solvency monitoring clauses: shifting insolvency exposure to intermediaries

In some industries, suppliers do not sell directly. They use agents, brokers, or intermediaries. When those intermediaries are compensated for bringing business, it can be legitimate to allocate part of the insolvency risk to them—provided the clause is drafted clearly and remains commercially acceptable.

6.1 Solvency monitoring clause (veille de solvabilité)

A solvency monitoring clause imposes a duty of prudence and diligence on the intermediary. The agent commits not to take orders from customers known to be insolvent, and the clause defines consequences if the agent ignores obvious solvency red flags.

To be effective, the clause should not rely on vague wording such as “insolvent” without criteria. It should refer to objective indicators, such as unpaid history, formal insolvency filings, refusal by credit insurers, or repeated delays exceeding defined thresholds.

6.2 Del credere clause (ducroire): the intermediary as guarantor

A del credere clause is more direct: the intermediary guarantees the customer’s performance. French case law confirms that del credere can apply even where the non-payment does not arise from a notoriously insolvent customer (Cass. com., 22 October 1996, no. 94-20488). It also confirms that the clause may remain valid even if the guarantor does not receive a specific remuneration for the guarantee (Cass. com., 27 October 2009, no. 08-10391).

Most businesses cap the guarantee (often to the intermediary’s commission exposure) because an unlimited del credere commitment is difficult to sustain.

7. Clauses that frame and limit disputes: reducing tactical objections without trying to suppress evidence

A common recovery pattern is familiar: the debtor stops paying and then starts contesting. The contestation may be genuine, but it is often tactical. Well-crafted clauses can discipline that behaviour by imposing inspection duties and complaint windows.

7.1 Complaint windows and contractual time limits in B2B

French case law has accepted clauses limiting the period during which a client can raise complaints or initiate litigation in professional settings (Cass. com., 26 January 2016, no. 14-23285). Courts have upheld short contractual time frames, including one year (Cass. com., 12 July 2004, no. 03-10547) or three months in certain professional service contexts (Cass. com., 11 October 2023, no. 22-10521).

However, these clauses are not absolute shields. Courts have refused to allow formalistic complaint procedures to override substantive proof where the buyer demonstrated serious dysfunction, as in software disputes (Cass. com., 6 December 2017, no. 16-19615). The clause must be coherent and cannot be used to prevent a party from proving a fundamental breach.

For creditors, the key is balance. You want to reduce delayed, tactical objections without creating an unenforceable clause or one that will be neutralised as undermining essential obligations.

7.2 Force majeure clauses: useful for operational clarity, but not a payment escape

Force majeure is defined in Civil Code art. 1218. Businesses often list examples relevant to their sector, particularly for production and logistics disruption.

That said, French case law repeatedly holds that a debtor of a monetary obligation cannot generally invoke force majeure to avoid payment, because payment is not “prevented” by the event in the legally relevant sense (notably Cass. com., 16 September 2014, no. 13-20306; Cass. civ. 1re, 25 November 2020, no. 19-21060; Cass. civ. 3e, 15 June 2023, no. 21-10119).

For debt recovery, this is important: a supplier may accept a force majeure clause for operational performance, but should resist wording that indirectly creates a “payment suspension” outside strict legal boundaries.

7.3 Clauses linked to the nature of the business: delivery delays, tolerances, cancellation limits

Businesses often add clauses stating that delivery dates are indicative, that minor quantity variations are acceptable, or that certain deviations do not justify cancellation. These clauses can reduce disputes and prevent non-payment strategies based on minor issues, but they must respect a core limit: a clause cannot deprive an essential obligation of its substance.

French law states that any clause which deprives the debtor’s essential obligation of its substance is deemed unwritten (French Civil Code art. 1170). Case law confirms that limitation clauses cannot be used to undermine essential payment obligations for services billed (Cass. com., 25 September 2019, no. 18-11702).

8. Anticipating mandat ad hoc and conciliation: contractual allocation of creditor counsel fees within the statutory cap

When a debtor is in difficulty, French law offers preventive restructuring tools such as mandat ad hoc (Commercial Code art. L. 611-3) and conciliation (Commercial Code art. L. 611-6). In practice, creditors—especially banks—often retain counsel during these processes.

French law limits contractual clauses that shift these advisory costs to the debtor. Commercial Code art. L. 611-16 provides that clauses making the debtor bear creditor counsel fees are deemed unwritten for the portion exceeding the permitted proportion. The Arrêté of 25 July 2014 sets the permissible proportion at 75%.

For sophisticated B2B relationships, it may be strategically useful to include a clause allocating 75% of creditor advisory fees to the debtor in these scenarios, provided it is drafted precisely and is used in appropriate contexts (financing, long-term strategic supply, or relationships where preventive restructuring is a foreseeable risk).

9. A practical implementation protocol: how to make these clauses actually work

A clause can be perfect and still fail if your sales and invoicing process does not support it. The operational discipline below is what turns a clause into a recovery tool:

• You should place jurisdiction, conciliation, governing law, and arbitration clauses in a signed contract or signed purchase order whenever possible, rather than relying solely on invoices issued after delivery.

• You should ensure that key clauses are visually clear and readable. Courts are less sympathetic to “hidden” procedural clauses.

• You should harmonise contractual documents. A jurisdiction clause in the contract and a different clause in invoices creates delay and uncertainty.

• If you choose a mandatory conciliation clause, you should ensure that your internal teams understand that failure to comply may lead to inadmissibility and may not be curable mid-proceedings (per the Court of Cassation line of cases).

• If you operate online, you should implement acceptance logs, maintain an archive of the applicable version of terms, and be able to show that the counterparty could access and retain the terms.

• You should keep your B2B and B2C documentation separate. The enforceability rules are materially different.

Conclusion: these clauses do not replace recovery work, but they remove the obstacles that slow it down

In French practice, creditors do not lose only because the debtor is insolvent. They lose time—and often leverage—because the contract is procedurally weak. A jurisdiction clause can stop geographic games. A conciliation clause can discipline escalation. A governing law clause can eliminate preliminary conflicts. An arbitration clause can create neutrality in cross-border disputes. Properly drafted dispute-framing clauses can reduce tactical objections. And, in sophisticated relationships, preventive restructuring clauses can protect creditor costs within statutory limits.

These are not “legal decorations.” They are tools that shape the recovery path.