How to draft general terms and conditions of sale for an art gallery

01The legal obligation of pre-contractual information

French law imposes upon the professional seller a pre-contractual information obligation towards the buyer. Article L.111-1 of the Consumer Code requires the professional to communicate to the consumer, in a legible and comprehensible manner, the essential characteristics of the goods, the price, delivery times, identity information and legal guarantees the buyer enjoys. This obligation applies to art galleries when they sell to private individuals, which constitutes the majority of their transactions.

General terms and conditions constitute the natural vehicle for this pre-contractual information. They must be accessible before the conclusion of the sale — visibly displayed in the gallery, printed on the reverse of invoices, published on the gallery's website — and the dealer must be able to prove that the buyer was aware of them and accepted them before purchasing. This proof may take the form of a signature at the bottom of the terms, an explicit mention on the invoice or a checkbox on an online order form.

For distance sales (by telephone, email or through an online platform), obligations are reinforced by the Consumer Code provisions on distance contracts, which notably provide for a fourteen-day withdrawal right in favour of the consumer, an obligation to inform about return costs and an obligation to confirm the order on a durable medium. A dealer who sells online must incorporate these provisions into their general terms and ensure the ordering process complies with legal requirements.

02Identification of the parties and description of the work

The general terms must clearly identify the seller: company name or trade name, legal form (SARL, SAS, sole trader), registered office address, trade register number, intra-community VAT number and, where applicable, professional liability insurance details. This information, mandatory under the Consumer Code and Commercial Code, enables the buyer to know the exact identity of their counterpart and identify them unambiguously in case of dispute.

The description of the work sold is an essential element of the sales contract in the art domain. The general terms must specify the elements appearing on the sales invoice: artist's name, title of the work, date of creation, technique and materials, precise dimensions (height, width, depth where applicable), edition where applicable (copy number and total print run for multiples such as prints, photographs and bronze sculptures), provenance if known, and condition at the time of sale. A condition report appended to the invoice is recommended for works of significant value, as it constitutes incontestable proof of the condition in which the work was delivered.

The certificate of authenticity is a separate but complementary document. Under French law, the decree of 3 March 1981 on the prevention of fraud in art and collectibles transactions imposes specific description and authenticity obligations applicable to any professional art seller. The dealer must be familiar with this regulatory text and ensure their invoices and certificates comply with its requirements, on penalty of criminal and civil sanctions.

03Price and payment conditions

The general terms must specify the methods for setting and communicating the price with clarity leaving no room for ambiguity. Is the stated price inclusive or exclusive of taxes? Does it include framing, shipping, packaging and insurance costs, or are these invoiced separately? Does the dealer apply a firm pricing policy or are prices negotiable? If discounts are possible, what are the conditions? These elements, while matters of everyday commercial practice, should be formalised in a written document to avoid misunderstandings and subsequent disputes.

Payment modalities must be clearly set out: accepted payment methods (cheque, bank transfer, credit card, cash within the legal limit of one thousand euros for French residents), possible instalment schedule for significant amounts, consequences of late payment (late payment penalties at legal or contractual rate, fixed recovery indemnity of forty euros). The retention of title clause, under which the dealer retains ownership of the work until the price is paid in full, is a fundamental protection that must appear in the general terms to be enforceable against the buyer and their creditors in case of financial difficulty.

For instalment payments, the general terms must specify the payment schedule, the consequences of default on an instalment (acceleration making the entire balance immediately due, rescission of the sale with return of the work) and the status of the work during the payment period. Galerie Kamel Mennour and Galerie Almine Rech offer payment facilities to their collectors within a clear contractual framework that protects both parties and explicitly provides for the consequences of each scenario.

04Guarantees and the certificate of authenticity

The dealer is bound by two legal guarantees that cannot be excluded by the general terms: the legal guarantee of conformity (Article L.217-4 of the Consumer Code) and the guarantee against hidden defects (Articles 1641 and following of the Civil Code). The conformity guarantee requires the dealer to deliver goods conforming to the description provided and to the use reasonably expected by the buyer. The hidden defects guarantee allows the buyer to request rescission of the sale or a price reduction if the work presents a concealed defect rendering it unfit for its intended purpose or significantly diminishing that purpose.

In the art domain, the question of authenticity is paramount and constitutes the most frequent grounds for dispute between galleries and buyers. A work that proves to be a forgery or a mistaken attribution constitutes a hidden defect or conformity failure giving rise to the right to annul the sale and obtain a full refund. The limitation period for a nullity action based on error regarding authenticity is five years from the discovery of the error, with no absolute time limit, meaning the dealer can be challenged years or even decades after the sale if the work proves inauthentic.

The general terms should therefore specify the dealer's commitments regarding authenticity: do they personally warrant the work's authenticity? On what basis is this guarantee founded (expertise by a recognised specialist, certificate issued by the artist themselves, listing in the artist's catalogue raisonne, documented provenance)? What are the conditions and timeframes for reimbursement in case of a well-founded authenticity challenge? Transparency on these points protects the dealer as much as the buyer, as it clearly delineates the commitments of each party.

05Delivery, shipping and transfer of risk

The general terms must govern the delivery and shipping arrangements with precision. Does the dealer handle delivery or must the buyer arrange collection? Are specialist shipping and professional packaging costs included in the price or invoiced separately? What is the delivery timeframe from full payment? At what exact point is the risk of loss or deterioration transferred to the buyer?

Under French law, the transfer of ownership occurs in principle at the moment of agreement on the thing and the price (Article 1583 of the Civil Code), except where a retention of title clause defers the transfer to full payment. The transfer of risk follows the transfer of ownership, unless otherwise agreed. The dealer may provide in their general terms that risks transfer to the buyer upon handover of the work to the carrier or upon the buyer's actual taking of possession at the gallery premises, which is more protective for the gallery and encourages taking out appropriate transport insurance.

For international shipments, the general terms must specify customs formalities, any necessary export certificates for works exceeding certain age and value thresholds, and the allocation of customs duties and taxes between seller and buyer. The Incoterms published by the International Chamber of Commerce provide a useful and internationally recognised reference framework for clarifying the allocation of costs and risks in international sales.

06The right of withdrawal and returns

For distance sales, the fourteen-day right of withdrawal provided by Article L.221-18 of the Consumer Code applies to sales made by a gallery to consumers by telephone, email or internet. The buyer may return the work within this period without having to justify a reason or pay a penalty, provided the work is returned in its original condition and packaging. The dealer must reimburse all sums paid, including initial delivery charges, within fourteen days of receiving the returned work or proof of its dispatch.

This right does not apply to sales concluded on the gallery premises, nor to sales between professionals. The general terms must clearly state the existence of this right for distance sales and the conditions for exercising it (standard withdrawal form, return address, responsibility for return shipping costs borne by the buyer or the seller). Failure to provide withdrawal right information extends this right to twelve months, which represents a significant commercial risk for the dealer.

For in-gallery sales, the dealer is not legally obliged to accept returns. However, many galleries offer a commercial return or exchange policy, within a timeframe they set freely (often seven to fifteen days), in order to reassure hesitant collectors and facilitate the purchase decision. This policy, if it exists, must be formalised in the general terms with precise wording to avoid disputes.

07Dispute resolution

The general terms must provide for dispute resolution arrangements that are clear and legally compliant. The dealer may include a jurisdiction clause designating the court of their registered office, but this clause is unenforceable against consumers who have the right to bring proceedings before the court of their domicile under Article R.631-3 of the Consumer Code.

Consumer mediation has been a legal obligation since 1 January 2016 for any professional selling to consumers. The dealer must designate a consumer mediator and communicate their contact details in their general terms, on their website and on their invoices. The mediator intervenes free of charge for the consumer and proposes an amicable solution within ninety days of being seized. Non-compliance with this obligation exposes the dealer to an administrative fine.

For galleries on Artedusa, the general terms and conditions of sale must be consistent with the platform's terms of use and articulate with the legal framework proposed by Artedusa for online transactions. The complementarity between the gallery's own terms and the framework offered by the platform allows offering collectors a secure purchasing environment that strengthens trust and encourages the conclusion of sales within a clear legal framework that protects both parties.