The “Sapin II” law brings important modifications in commercial law

The “Sapin II” law, dated December 9, 2016, modified two important provisions of the French Commercial Code relating to commercial relationships.

Prior to the implementation of the “Sapin II” law, the “convention unique” formalizing commercial agreements between suppliers and distributors or between suppliers and wholesalers was required to be signed every year. As of January 1, 2017, the “convention unique” may be signed for a period of one, two or three years. This measure affords the companies concerned the possibility of alleviating their negotiation process, notably in the retail sector. The law provides, however, that the “convention unique” signed for a period exceeding one year must imperatively set forth the conditions under which prices will be reviewed, for instance further to an indexation on public indices reflecting changes in production costs.

The “Sapin II” law establishes an exceptional payment term of 90 days following the date of issuance of an invoice for VAT-exempt purchases of goods for delivery in states located outside of the European Union. This exception to the common maximum payment terms authorized by the regulation (60 days or 45 days end of month from the date of issuance of the invoices, reduced to 45 days for summary invoices) does not apply to “large companies”. Pursuant to the decree n°2008-1354 dated December 18, 2008, “large companies” are defined as those which (i) employ more than 5 000 people or (ii) employ fewer than 5 000 people but whose turnover exceeds 1.5 billion euros and whose total balance sheet exceeds 2 billion euros.

Philippe Lorant

Philippe Lorant works since 2011 as lawyer at Deloitte Société d‘Avocats. He is a member of the Legal Department of Deloitte Société d’Avocats in charge of commercial law. He assists […]