A French company’s first contract with a foreign customer is more than a quotation followed by an invoice. It is the document that must identify the contracting parties, define the commercial promise, allocate operational risk, determine which law will govern, identify the court or arbitral tribunal that may hear a dispute, and make payment realistically recoverable. A foreign founder who leaves those questions to standard terms may discover, months later, that the customer’s purchase order contradicts the company’s conditions, the signatory lacked authority, the invoice used the wrong value-added tax treatment, or the chosen court clause does not cover the dispute.

This guide addresses a business-to-business contract between a French company and a customer established abroad. It is designed for founders who need a first practical framework before asking French counsel to review the final agreement. It explains the French terms that commonly appear in the file: a Kbis is an official extract recording a company’s registration details; the greffe is the registry office attached to a court; the RNE is the national register of enterprises; TVA means value-added tax; and a mise en demeure is a formal notice placing a debtor in default. The central principle is simple: make the commercial deal, the evidence and the enforcement route match before the first service is delivered or the first goods leave France.

I. How should a French company structure its first foreign-customer contract?

A. Which party, scope, language and evidence should the contract identify?

Start with an identity block that a judge, bank, tax authority or collection lawyer can use without interpretation. State the French company’s exact registered name, legal form, registered office, share capital where relevant, registration number, VAT identification number if applicable, and the name and capacity of the signatory. A French commercial company’s Kbis extract should be used as a verification document, not as a substitute for a carefully drafted contract. It normally shows the company name, legal form, registration details and the identity of the legal representative. If the company is newly formed, explain whether the number shown comes from the Registre national des entreprises (RNE), the national register of enterprises, and whether the final Kbis is available. The French one-stop shop for business formalities and the INPI, France’s industrial property and business-formality institution, are useful official starting points for verifying how a new company’s filing is recorded.

Use the same discipline for the customer. Obtain its legal name, registration number, registered office, tax number, country of establishment, beneficial-owner or group information where risk justifies it, and the name of the person signing. A trading name, website domain or brand is not enough. Confirm whether the customer signs for itself, for a subsidiary, or as an agent. If a parent company will pay, guarantee the obligations, receive the intellectual property or approve deliverables, make that role contractual. A foreign company’s registration certificate, constitutional documents and board or shareholder authorisation may be needed when the signatory’s authority is not obvious. Keep the documents in the contract file and record their date and source.

Describe the deal so that an independent reader can determine whether each obligation has been performed. The scope should identify the product or service, specifications, quantities, milestones, delivery location, acceptance test, responsible contacts, dependencies, permitted subcontractors, intellectual-property licence, confidentiality limits and any change-control process. For software or consulting, attach a statement of work and define the deliverable in measurable terms. For goods, state the applicable delivery rule, packaging, transfer of risk, title, inspection period, export documents and treatment of damaged or rejected goods. For recurring work, state the renewal mechanism, minimum commitment and termination notice. Avoid a promise such as “commercially reasonable support” without a service level or a procedure that gives it operational meaning.

Decide which document wins when texts conflict. A useful order of precedence may be: the signed master agreement, the signed statement of work, a later written amendment, the accepted order, and the supplier’s conditions of sale. If the customer’s purchase order contains its own terms, expressly reject them unless the company has reviewed and accepted them. If the company relies on conditions générales de vente (CGV), meaning general terms and conditions of sale, attach them, provide them before acceptance, and obtain evidence that they were accepted. The French public administration’s Service Public Entreprendre guidance on CGV explains their function and the information that may be required in a business relationship. In an international deal, the safest approach is a single signed agreement with an attached order form, rather than a battle of forms.

French contract law places importance on information exchanged before signature. Article 1112-1 of the Code civil requires a party holding information that is decisive for the other party’s consent to disclose it in the circumstances defined by the text. Légifrance states, in the official wording, that Les parties ne peuvent ni limiter, ni exclure ce devoir. The rule does not require one party to disclose its estimate of the value of the deal, but it does make material facts about the service, the parties and the proposed performance important. Record assumptions in a schedule: required licences, data supplied by the customer, technical access, regulatory approvals, delivery windows, customer dependencies and known limitations. A short “assumptions and exclusions” schedule often prevents a later argument about what was silently promised.

Make the evidence architecture deliberate. Keep the quotation, negotiation emails, redlined versions, identity documents, proof of authority, signed contract, electronic-signature certificate, purchase order, delivery or acceptance record, invoices, payment reminders and customer complaints in a chronological file. Article 1366 of the Code civil provides that L’écrit électronique a la même force probante que l’écrit sur support papier when the originator can be identified and integrity is preserved. Article 1367 adds requirements for a reliable electronic signature and the identification of the signatory. The practical question is not whether an email exists; it is whether the company can demonstrate which version was accepted, by whom, on what date, and without later alteration.

Use a bilingual process only if it is controlled. Choose one contractual language and identify it as the governing version. If the customer needs an English translation, state whether it is for convenience or has equal authority. Translate defined terms consistently, particularly “acceptance”, “loss”, “gross negligence”, “indirect loss”, “business day”, “taxes” and “delivery”. Do not allow an English marketing document, a French order form and a customer portal to create three apparently different obligations. A clause dealing with notices should give an email address and a physical address, identify when a notice is deemed received, and say whether a signed PDF is sufficient for amendments or termination.

Contract file item	Question for the foreign founder
Parties and authority	Do the legal names, registration numbers and signatory powers match the source documents?
Commercial scope	Can a neutral reader identify the deliverable, acceptance test, deadline and customer dependency?
Document priority	Which text controls if a purchase order, proposal and general terms conflict?
Language and notices	Which version prevails, and how must an amendment, claim or termination be sent?
Evidence	Can the company prove the final version, signature, delivery, acceptance and invoice receipt?

These details give effect to Article 1103 of the Code civil, which says: Les contrats légalement formés tiennent lieu de loi à ceux qui les ont faits. They also operate within Article 1104, under which Les contrats doivent être négociés, formés et exécutés de bonne foi. The English consequence is practical: a well-structured agreement does not remove every dispute, but it narrows the factual questions that a court must decide. A founder can also review the firm’s broader French company-formation guidance and arrange a targeted review of commercial contract drafting in France where the first customer is strategically important.

B. How should governing law and jurisdiction clauses be drafted?

Separate two decisions that are often confused. The governing-law clause answers: which substantive rules will determine the parties’ rights and obligations? The jurisdiction clause answers: which court may hear the dispute? A contract may choose French law but a foreign court, or foreign law but a French court, subject to the applicable international rules and mandatory provisions. A sentence saying “French law applies and the French courts have jurisdiction” is a starting point, not a complete risk analysis.

For a European transaction, examine Regulation (EC) No 593/2008 on the law applicable to contractual obligations, commonly called Rome I. Article 3 generally allows the parties to choose the applicable law. Article 4 provides default rules when no choice is made, but the result depends on the type of contract and the characteristic performance. The contract should therefore identify the chosen law expressly and state whether the choice covers the agreement, orders, statements of work, non-contractual claims closely connected with the relationship, and termination. Do not assume that a choice of French law displaces overriding rules of the customer’s country, employment rules, insolvency rules, sanctions law, data rules or public policy.

A careful clause can read in substance: “This agreement and each accepted statement of work are governed by French law, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods is excluded for sales of goods.” That wording must be adapted to the transaction. If the company supplies services, CISG may not be relevant. If it sells goods, automatically excluding the Convention without checking the commercial consequences may remove useful rules. Identify tax questions separately: a governing-law clause does not decide the place of supply for value-added tax or the existence of a permanent establishment.

For jurisdiction, identify a court or a legally workable set of courts. “The courts of France” may be too broad for an enforcement strategy. Consider naming the competent courts in Paris, the courts at the company’s registered office, or another clearly identified forum. If the parties need flexibility, a non-exclusive clause may preserve proceedings where the debtor or assets are located, but that flexibility can produce parallel litigation. If speed, confidentiality or technical expertise matters, consider arbitration and state the seat, institution or ad hoc rules, language, number of arbitrators and interim-relief mechanism. Arbitration is not automatically cheaper; the clause must match the likely value and geography of the dispute.

Within the European Union, Regulation (EU) No 1215/2012, known as Brussels I bis, governs many jurisdiction and recognition questions. Article 25 is especially important for a written, electronic or otherwise evidenced agreement that designates a Member State court. Confirm that the clause is in the signed contract or properly incorporated terms, identifies the relationship of law to which it applies, and uses wording broad enough to cover payment, delivery, warranty, termination and damages claims that the company actually expects. If the customer is outside the European Union, French domestic jurisdiction rules, bilateral conventions and the law of the customer’s state need to be checked separately.

Article 48 of the French Code of Civil Procedure gives a useful warning for domestic territorial clauses. The official text says that a clause departing from territorial jurisdiction is presumed unwritten unless it was agreed between persons who all contracted as merchants and was specified in a particularly visible manner in the engagement of the person against whom it is invoked: Toute clause qui, directement ou indirectement, déroge aux règles de compétence territoriale est réputée non écrite. A foreign-customer contract should use conspicuous, specific wording and should not hide the jurisdiction clause in a hyperlink or an unreviewed purchase-order footer.

Recent French case law illustrates why the scope of the words matters. In Cass. 1re civ., 18 January 2017, no. 15-26.105, the Court of cassation upheld the effect of a broad clause in an international concession agreement; the official decision records the wording les parties se soumettent de façon irrévocable à la compétence exclusive des juridictions anglaises. In Cass. com., 21 June 2017, no. 16-11.828, the Court quashed a decision because the lower court had not examined whether the choice-of-law clause was drafted broadly enough for the dispute. The message is not that every broad clause wins; it is that the court will read the actual text and the relationship it was designed to govern.

The same caution appears in Cass. com., 24 June 2020, no. 18-15.673. The dispute concerned conditions of purchase signed by the parties and a clause covering “any dispute relating to the interpretation and/or performance” of those conventions. The Court accepted that the clause could cover the circumstances in which the commercial relationship ended because the conditions governed the essential elements of the relationship from order to payment. For a first contract, this supports a concrete drafting exercise: list the documents and claims the clause is intended to cover, rather than copying a generic “arising out of” formula without checking its reach.

Give the customer a clean opportunity to accept the clause. Keep the final jurisdiction and governing-law language in the signature version, show it in a readable type size, and preserve proof that the customer saw it. If the transaction uses a platform, download the accepted terms and its audit trail. If the customer insists on its own law or courts, calculate the likely cost of foreign counsel, translations, service, interim measures and enforcement before accepting. A clause that looks neutral at signature may be commercially one-sided when the debtor, bank account and evidence are all abroad.

Finally, screen the customer’s status. This article concerns business-to-business dealings. If the customer is a consumer, a public body, an intermediary, a regulated financial institution or a group company receiving a guarantee, special rules may alter the available clauses. The same applies to distribution, agency, franchising, construction, transport, regulated services, personal data processing and intellectual-property licences. The contract review should identify these features before the template is signed.

II. How should a foreign founder secure payment and enforce the contract?

A. Which price, currency, VAT, invoice and payment terms reduce non-payment risk?

Payment protection begins in the commercial proposal. State the total price, unit price, currency, tax treatment, deposit, milestones, invoice triggers, bank charges, expenses, interest and payment account. Say whether prices are exclusive or inclusive of French TVA, value-added tax, and identify what happens if the tax treatment changes. For a multi-stage service, link each invoice to a deliverable or a date that can be proven. A clause requiring payment only “after the customer is satisfied” creates a subjective condition; replace it with an acceptance procedure, a short period for specific objections, and deemed acceptance where legally appropriate.

Choose the currency deliberately. If the French company invoices in euros, the foreign customer bears the exchange risk, but the contract should state who pays intermediary-bank charges and whether the customer must ensure that the full invoiced amount reaches the company. If the company invoices in dollars, pounds or another currency, set the reference exchange rate for accounting, refunds and late-payment calculations. The French Ministry for the Economy’s guidance on invoicing in a foreign currency covers the need to preserve mandatory invoice information and a reliable euro conversion for French accounting and tax records. Do not use a foreign-currency amount as a substitute for identifying the applicable tax base.

Check the VAT analysis by the nature and location of the supply. A French company providing a general business-to-business service to a taxable customer established in another European Union Member State will often invoice without French TVA under the place-of-supply rules, with the customer accounting for tax under the reverse-charge mechanism. A service to a business outside the European Union can have a different invoice wording. Goods, electronically supplied services, property-related services, events, transport, installation and chain transactions require separate analysis. The official impots.gouv.fr guidance on services between taxable persons and its VAT One Stop Shop (OSS) guidance explain the relevant distinctions; the contract should not promise “no VAT” before the customer’s status and the service have been verified.

Record the customer’s VAT number and evidence of its taxable-business status when the tax rule depends on them. Explain any French acronym in internal instructions: TVA is value-added tax; autoliquidation means the customer accounts for tax rather than the supplier charging it; DES means the European services declaration used in relevant intra-European transactions. The invoice should use the wording required for the transaction and identify the legal basis where the applicable French tax guidance expects it. A wrong VAT invoice can turn a collection dispute into a tax correction, even if the underlying service was correctly delivered.

For payment deadlines, examine Article L. 441-10 of the French Code of commerce and the law actually governing the deal. The version verified on Légifrance states: Le délai convenu entre les parties pour régler les sommes dues ne peut dépasser soixante jours après la date d’émission de la facture. It also describes the 45-days-end-of-month option when expressly stipulated and not manifestly abusive, late-payment penalties and the fixed recovery indemnity. The provision should not be presented as a universal answer for every foreign customer: international mandatory rules, the applicable law, the nature of the transaction and the customer’s country may change the analysis. The contract should nevertheless state a precise due date and the consequence of missing it.

Make late-payment wording operational. State the interest rate or the legally required minimum, when interest starts, how a partial payment is allocated, and whether the fixed recovery indemnity is due in addition to documented costs. Require the customer to notify a genuine invoice dispute promptly and identify the undisputed amount that remains payable. Do not allow a technical acceptance process to postpone payment indefinitely. Article L. 441-10 addresses acceptance or verification periods and prevents them from being used mechanically to extend the maximum payment period in the situations covered by the text.

Match the security to the customer’s risk. For a new foreign customer, consider a deposit, milestone prepayment, a parent-company guarantee, a bank guarantee, documentary credit, escrow or retention of title for goods. A parent guarantee should identify the guarantor, cap or duration, covered obligations, governing law, notice method and enforceability. A “personal guarantee” from a founder is not a substitute for checking whether the person has signed with the required formalities. For intellectual-property or software work, stage access and licence rights so that a serious payment default does not leave the company with no practical leverage and the customer with the complete deliverable.

Build a short invoice and onboarding checklist:

1. Verify the customer’s legal name, registered office, registration number and VAT status.
2. Confirm the contracting entity, payer, signatory authority and any group guarantee.
3. State the currency, due date, bank-charge rule, late interest and tax wording.
4. Record the delivery, acceptance or milestone evidence that triggers each invoice.
5. Check sanctions, export controls, regulated-sector requirements and any mandatory local law.
6. Store the signed agreement and invoice in a file that preserves versions and receipt dates.

Payment terms should also account for internal French compliance. The URSSAF, the body that collects much of France’s social-security contributions, is not the authority that decides a commercial customer’s invoice, but founders often confuse its notices with tax or commercial correspondence. The BODACC, the Bulletin officiel des annonces civiles et commerciales, publishes certain legal and insolvency announcements. If a customer appears in a BODACC notice, do not continue ordinary credit terms without checking the company’s solvency and the timing of any collective proceeding. The greffe may provide registry or court information, while the Kbis and RNE record corporate identity. These terms matter because the contract file must be connected to real, current information about the debtor.

Use a credit limit for the first relationship. The board or founder should approve any exceptional exposure, especially if the company is paying subcontractors before it receives the customer’s funds. A contract does not create liquidity. A modest deposit and staged delivery may be more protective than a long legal document with payment deferred for 90 days. Where the customer requests a long payment period, price the financing risk, require stronger security, or make the commercial decision explicit in the file.

B. What should the company do when the foreign customer defaults?

React before the account becomes unmanageable. At the first missed due date, reconcile the invoice, delivery evidence, customer acceptance, bank details and any alleged defect. Send a factual reminder that identifies the contract, invoice, due date, amount, currency and undisputed balance. Ask the customer to state any genuine objection with documents and a proposed correction. Avoid a series of informal emails that never qualifies as a contractual notice. At the same time, preserve the customer’s messages and stop new work if the agreement permits suspension after non-payment.

If payment is not made, use a formal mise en demeure, meaning a notice that puts the debtor in default. Article 1344 of the Code civil provides that the debtor is put in default by a summons or act containing a sufficient demand, or, if the contract provides for it, by the mere fact that the obligation is due. The official text begins: Le débiteur est mis en demeure de payer soit par une sommation. The notice should identify the legal and factual basis, amount, currency, interest, deadline to cure, payment coordinates, consequences of failure, and the person authorised to send it. Use the method specified by the contract and preserve proof of dispatch and receipt. If the customer is abroad, verify service requirements before relying on the notice in court.

Assess the contractual remedies rather than threatening every possible measure. Article 1217 of the Code civil lists the available responses to defective performance, including refusing or suspending performance, seeking performance, obtaining a price reduction, bringing about termination, and claiming damages, subject to the text and the circumstances. The official provision starts: La partie envers laquelle l’engagement n’a pas été exécuté, ou l’a été imparfaitement, peut. The company should document proportionality: the unpaid invoice, the customer’s conduct, the value of unfinished work, any cure opportunity and the risk of destroying evidence or goodwill.

Termination by notice requires particular care. Article 1226 allows the creditor, at its risk, to terminate by notification, normally after a prior notice giving the defaulting debtor a reasonable period to perform. The official text says: Le créancier peut, à ses risques et périls, résoudre le contrat par voie de notification. The notice should expressly warn that the agreement may be terminated if the debtor fails to cure, then state the reasons for termination if the default persists. A creditor that terminates too quickly or without proving a sufficiently serious breach may become the defendant in a damages claim. If the customer’s insolvency is emerging, obtain advice before suspending or terminating, because collective-proceeding rules can restrict individual enforcement.

Separate contractual payment from damages. Article 1231-1 of the Code civil provides that the debtor may be ordered to pay damages for non-performance or delay unless force majeure prevented performance. Its official wording includes: Le débiteur est condamné, s’il y a lieu, au paiement de dommages et intérêts. The file should prove the principal debt, the due date, performance, causation, foreseeable loss, mitigation and the contractual cap or exclusion relied upon by either side. A limitation-of-liability clause must be checked for mandatory law, gross negligence, wilful misconduct, essential obligations and the particular sector. Do not assume that an exclusion of indirect loss eliminates the invoice debt or statutory late-payment consequences.

Choose the recovery route based on the debtor’s location and likely opposition. An undisputed debt against a customer in a participating European country may fit the European Order for Payment procedure under Regulation (EC) No 1896/2006. If the customer does not oppose it, the order can provide a route toward enforcement; if it opposes, ordinary proceedings may follow. For an EU defendant, Brussels I bis may make the contractual court clause decisive, but recognition and enforcement still need a document and service strategy. For a debtor outside the EU, check treaties, the local court, translation, service, asset location and whether a French judgment will be recognised. A judgment against a shell company with no assets in the forum is not a recovery plan.

For a French proceeding, identify whether the dispute is commercial, civil, technical or subject to a specialist jurisdiction. The fact that one party is a French company does not automatically place every international claim before a French tribunal de commerce, the commercial court. The contract, parties’ status, chosen forum, place of performance, defendant’s domicile, subject matter and applicable European or international instrument matter. Before issuing proceedings, obtain an up-to-date extract, verify the customer’s registered office, identify attachable assets and check whether an insolvency or restructuring notice has appeared in the relevant public registers.

Preserve the proof in a litigation-ready order. The minimum set normally includes the signed agreement and incorporated terms; the authority documents; the quote and accepted purchase order; technical specifications; delivery logs; acceptance or rejection messages; timesheets or work product; invoices and proof of receipt; account statements; payment promises; notices; and evidence of any loss. Export the customer portal record before access is revoked. Keep the original electronic-signature audit trail and hash or other integrity evidence where available. If documents are in English, a French court may require translations; if a foreign judgment or proceeding is involved, the destination court may require a certified translation into its language.

A first contract can also create a future relationship risk. If the parties continue to trade through repeated orders, the later dispute may concern not just one invoice but the termination of an established commercial relationship. The decisions in Cass. com., 21 June 2017, no. 16-11.828 and Cass. com., 24 June 2020, no. 18-15.673 show why the contract’s scope and the reach of a jurisdiction clause may become important beyond a single unpaid invoice. Include renewal, forecast, minimum-volume, exclusivity and termination language that reflects the real commercial intention. If the relationship is non-exclusive and each order is separate, say so only if the business will operate that way in practice.

The French rules on performance and evidence remain relevant even where the transaction is international. Article 1104’s good-faith requirement does not guarantee payment, but it makes concealment, inconsistent positions and opportunistic use of a formal clause risky. Article 1367 supports a reliable signature process, while Article 1103 explains why a signed allocation of risk matters. If the customer’s representative later says that the contract was only a proposal, the company’s contemporaneous evidence of acceptance and performance can become decisive.

Use a decision table when a default occurs:

Stage	Action and evidence	Decision point
Due date missed	Reconcile invoice, delivery, acceptance and bank receipt; send a factual reminder.	Is the debt admitted, disputed, or affected by a tax or delivery error?
Short cure period	Request a written objection and payment plan; suspend further work if permitted.	Does the customer offer security or merely promise payment?
Formal notice	Send the contractual mise en demeure with amount, deadline and consequences.	Was notice validly received, and has statutory interest started?
Persistent default	Consider termination, damages, urgent relief, or a payment procedure.	Which court or procedure can reach the debtor or its assets?
Recovery or settlement	Document any settlement, waiver, instalment plan or release.	Does the settlement preserve security and permit immediate enforcement on breach?

Do not publish customer disputes, threaten criminal consequences for an ordinary unpaid invoice, or contact a customer’s employees in a way that breaches confidentiality or data rules. Use a measured notice that reserves rights and protects the company’s reputation. If fraud, asset dissipation, sanctions exposure or insolvency is suspected, the escalation path should be decided with counsel promptly; an ordinary reminder may be inadequate, while an improvised public accusation can create a new liability.

The final contract should also tell the parties how they may settle. A negotiation window, mediation step or expert determination can be useful if it has a precise deadline and does not prevent urgent protective measures. State whether settlement discussions are confidential, who bears the cost, and whether the parties may apply for interim relief. A dispute-resolution ladder must not create a second argument about whether the company was allowed to issue proceedings or terminate the contract.

Conclusion

A foreign customer contract is strongest when its legal architecture follows the commercial reality. Verify the French company and customer, identify signatory authority, define the deliverable and acceptance evidence, control the language and document priority, and choose governing law and jurisdiction as separate decisions. Price the currency, VAT, payment and credit risk before signature. If a due date is missed, preserve evidence, send the contractually correct formal notice, and select the recovery route by reference to the debtor’s location and assets.

For a French founder, the first contract is also the beginning of a compliance file. Kbis, RNE, greffe, URSSAF and BODACC references may appear in separate corporate or social-security processes, but they help establish who the company is, who can sign, and whether the customer remains able to pay. A disciplined file reduces the cost of the first dispute and gives counsel the information needed to act before the debt becomes uncollectable.

This article provides general business information, not a substitute for a review of the customer, transaction, sector and destination country. The selected French provisions and decisions were checked against the official Légifrance texts available during this run. The applicable law may differ where the customer is a consumer, a public authority, an intermediary, or a party to a regulated or insolvency-sensitive transaction.

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