Négociations commerciales 2026 : nouvelles obligations CGV et charte d'engagements

## 2026 marks a turning point in commercial negotiations Commercial negotiations between suppliers and distributors of fast-moving consumer goods for 2026 began on December 1st, for a duration of 3 months. This edition is distinguished by the signing of an unprecedented *charte d'engagements* (charter of commitments) and the tightening of control over compliance with obligations relating to [general terms and conditions of sale](/fr/blog/clause-hardship-contrats-commerciaux-securite-juridique). The financial stakes remain considerable for companies. In case of non-compliance with the legal provisions imposed by the [code de commerce](/fr/blog/rupture-brutale-relations-commerciales-etablies-l442-1) (Commercial Code) in the general terms and conditions of sale, an administrative fine of up to €75,000 for individuals and €2 million for legal entities may be imposed. This sanction reveals the strategic importance of rigorous legal preparation. The strained economic context, marked by fluctuating raw material costs and inflation, reinforces the importance of a perfect understanding of the applicable legal framework. ## The *charte d'engagements*: a new framework to ease commercial relations On January 19, 2026, the first monitoring committee for commercial negotiations was held under the aegis of ministers Annie Genevard and Serge Papin. The meeting took place a few weeks after the signing of a Mutual Commitments Charter. This “unprecedented charter” is structured around 3 axes: fostering a calm climate for all during commercial negotiations, differentiated treatment for SMEs during negotiations, valuing fresh produce, and inclusion in the information process regarding product origin. ### Specific treatment for SMEs The Charter provides for differentiated treatment for SMEs, which “do not have, or have less, the internal capacities (legal, human, financial) required to negotiate for three months” and encourages retailers to finalize commercial negotiations with these suppliers by January 15, 2026, at the latest. However, initial feedback reveals difficulties in application. Another point concerns the non-respect of the January 15, 2026 deadline for finalizing agreements with SMEs. Pact'Alim, in particular, indicated that the deadline had not been met in a significant number of cases. ## Reinforced general terms and conditions of sale obligations: an indispensable legal foundation The entire contract is based on the general terms and conditions of sale, which serve as the foundation for negotiations. Section III of the same article clearly states that these general terms and conditions of sale constitute “the sole basis of commercial negotiation.” ### Mandatory content of general terms and conditions of sale The general terms and conditions of sale are defined in Section I of [article L. 441-1 of the Commercial Code](/fr/blog/agent-commercial-statut-commission-indemnite-fin-contrat). They must include: elements for determining the price such as the schedule of unit prices and any price reductions. The law also imposes [conditions for payment of the price](/fr/blog/affacturage-cession-dailly-financement-creances-entreprises): These specify payment terms (deadline, execution methods, penalty rates in case of delay), in application of article L441-1 of the Commercial Code. Elements for determining the price: This includes information such as the schedule of unit prices, any additional costs (delivery, packaging fees), and any other element allowing the calculation of the total cost of the transaction. ### General terms and conditions of sale communication schedule A supplier must imperatively communicate their general terms and conditions of sale 3 months before the March 1st deadline, i.e., December 1st. For fast-moving consumer goods, the legislator has established a precise schedule for communicating general terms and conditions of sale: they must be transmitted before December 1, 2025. This obligation is accompanied by a response period for distributors. It is specified that the distributor has a reasonable period from the receipt of the general terms and conditions of sale to notify in writing the reasons for refusing them or their acceptance or, where applicable, the provisions of the general terms and conditions of sale they wish to negotiate. ## The sanction regime: increased DGCCRF surveillance Non-compliance with obligations relating to general terms and conditions of sale exposes companies to significant financial penalties. ### Administrative fines for non-communication Non-compliance with the obligation to communicate general terms and conditions of sale is now punishable by an administrative fine of €15,000 for an individual and €75,000 for a company. The *DGCCRF* (General Directorate for Competition, Consumer Affairs and Fraud Control) is competent to pronounce this fine. The amount of the fine incurred is doubled in case of repeated infringement within two years from the date on which the first sanction decision became final. ### Penalties for lack of mandatory mentions An administrative fine, of a maximum amount of €75,000 for an individual and two million euros for a legal entity, is incurred by any professional who fails to indicate in the payment terms the conditions of application and the interest rate of late payment penalties as well as the amount of the lump sum compensation for recovery costs. ## The March 1, 2026 deadline: a closely monitored cut-off date Deadline: March 1, 2026. This year, the deadline falls on a Sunday. This circumstance has no impact on the schedule. The deadline is subject to particular attention from regulatory authorities. Eurelec Trading, a European purchasing center of the E. Leclerc group, was recently sanctioned for non-compliance with the obligation to sign commercial agreements before the March 1st deadline. Already sanctioned in 2024 for 38 million euros for similar failures, the center was again subject to an administrative fine of 33.5 million euros. According to jurisprudence, simple “agreements in principle” or email exchanges cannot replace the formal signing of the agreement before the legal deadline. A few days before the 2026 legal deadline, it is up to the parties to ensure compliance with the cut-off date. ## Specific obligations for food products The EGALIM laws have established specific rules for food products and those intended for animal feed. ### Automatic price revision clauses The automatic price revision clause (article L. 443-8 of the Commercial Code) is mandatory in agreements relating to food products containing *MPA* (matières premières agricoles - agricultural raw materials). As part of the 2026 commercial negotiations, it is important to: Consider the inclusion of automatic price revision or renegotiation clauses, including when the law does not impose it; Take care in drafting automatic price revision and renegotiation clauses, by precisely defining the revision formulas as well as the thresholds and triggering conditions. ### Certification by an independent third party The general terms and conditions of sale must provide for the intervention of an independent third party, at the supplier's expense, responsible for certifying at the end of the negotiation that it did not cover the portion of the evolution resulting from the change in the price of agricultural raw materials. This certification is provided within one month following the conclusion of the contract.

**Product type**	**Specific obligation**	**Sanction**
Food products with MPA	Mandatory automatic revision clause	Administrative fine up to €375,000
All FMCG products	Communication of CGV before December 1st	Administrative fine up to €75,000
Agreement signed after March 1st	Sanction for non-compliance with deadline	Several million euros in fines

## Practical advice for securing your 2026 negotiations Preparing for commercial negotiations requires a methodical approach to avoid legal and financial pitfalls. ### Preventive audit of general terms and conditions of sale Companies must conduct a full audit of their general terms and conditions of sale before communicating them. This audit must verify: - The presence of all mandatory legal mentions - The consistency of pricing schedules - Adaptability to sectoral specificities - Compliance with EGALIM provisions for food products ### Differentiated negotiation strategy Categorical conditions allow the general framework to be adapted to categories of customers with similar commercial characteristics (e.g., wholesalers, e-commerce, specialists, GMS (*Grande et Moyenne Surfaces* - large and medium-sized retail outlets), international, etc.). These categorical sales conditions make it possible to integrate the economic or logistical specificities inherent to each category of customer. SMEs can benefit from specific treatment under the *charte d'engagements*, even if its effective application remains imperfect. ### Documentation and traceability Upon receipt of a DGCCRF, DDPP (*Direction départementale de la protection des populations* - departmental directorate for population protection), or DREETS (*Direction régionale de l’économie, de l’emploi, du travail et des solidarités* - regional directorate for economy, employment, labour and solidarity) letter, it is essential to freeze evidence before modifying the website or processes. If the administration requires a quick correction, it is important to document what was done, on what date, by whom, on what medium, with screenshots, exports, new call scripts, new general terms and conditions of sale or proof of withdrawal. ## Related articles - [Hardship clause: securing your contracts in the face of economic crises](/fr/blog/clause-hardship-contrats-commerciaux-securite-juridique) - [Abrupt termination of established commercial relations: mastering the rules of L442-1](/fr/blog/rupture-brutale-relations-commerciales-etablies-l442-1) - [Commercial agent: status, commissions and end-of-contract indemnity](/fr/blog/agent-commercial-statut-commission-indemnite-fin-contrat) ## Key takeaways • The 2026 *charte d'engagements* introduces differentiated treatment for SMEs with a deadline of January 15, but its observance remains insufficient • The general terms and conditions of sale constitute the sole basis for negotiations and must be communicated before December 1 for fast-moving consumer goods • Sanctions are considerably strengthened: up to 2 million euros in administrative fines for legal entities • The March 1, 2026 deadline is subject to strict DGCCRF control with fines that can reach several tens of millions of euros • Food products are subject to specific obligations (automatic revision clauses, certification by an independent third party) ### What are the new general terms and conditions of sale obligations for 2026 commercial negotiations? The 2026 general terms and conditions of sale obligations remain broadly similar to previous years, but their control is strengthened. The general terms and conditions of sale must include payment conditions and price determination elements such as the schedule of unit prices and any price reductions. The novelty lies in the intensification of DGCCRF controls and the application of the *charte d'engagements* which provides for specific treatment for SMEs. ### What is the amount of sanctions for non-compliant general terms and conditions of sale? In case of non-compliance with the legal provisions imposed by the Commercial Code in the general terms and conditions of sale, an administrative fine of up to €75,000 for individuals and €2 million for legal entities may be imposed. These amounts can be doubled in case of recidivism within two years following the first sanction. Fines for non-compliance with the deadline can reach several tens of millions of euros, as illustrated by recent sanctions against purchasing centers. ### How does the 2026 *charte d'engagements* impact SMEs? Specific treatment is provided for SMEs to facilitate their participation. Concerned SMEs will have to conclude their discussions before January 15, 2026, more than six weeks before the usual date. However, non-compliance with the January 15, 2026 deadline for finalizing agreements with SMEs has been observed, with Pact'Alim indicating that the deadline had not been met in a significant number of cases. ### Is the March 1, 2026 deadline likely to change? Several voices are calling for an evolution of this deadline. Recommendation No. 16 of the Senate inquiry commission report on the margins of manufacturers and large-scale distribution, published on May 21, 2026, provides for “setting January 15 as the deadline for signing contracts, for SMEs supplying distributors only.” However, to date, no reform has yet been decided. The silence of the emergency bill for agricultural protection and sovereignty on this point, even though the subject is at the heart of current sector news, is itself indicative of a political difficulty in making a decision. ### What are the specificities for food products in 2026? Food products containing agricultural raw materials are subject to reinforced obligations. The automatic price revision clause (article L. 443-8 of the Commercial Code) is mandatory in agreements relating to food products containing MPA. In addition, the general terms and conditions of sale must provide for the intervention of an independent third party, at the supplier's expense, responsible for certifying that the negotiation did not cover the portion of the evolution resulting from the change in the price of agricultural raw materials. This certification is provided within one month following the conclusion of the contract.

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