Note: These model conditions of sale are to be adapted to comply with the local consumer protection law of the consumer/client.

1. Background/Context

In our increasingly virtual world, manufacturers and companies who want to remain competitive need to have a website, not only for the promotion of their products, but also for the sale of their goods to consumers. Consequently, those who decide to sell online are faced with the problem of complying with consumer protection rules and need to establish online conditions of sale to consumers (B2C), which are substantially different from those used when selling through their traditional channels, since they imply compliance with special rules protecting purchasers, such as the pre-contractual information to be provided, the right of withdrawal, and the means of payment.

In order to assist businesses in adapting to this new situation, ICC has drafted a set of Model Online B2C General Conditions of Sale in order to provide companies with a helpful tool to assist companies in drafting their own tailor-made B2C general conditions of sale.

This model set of sale conditions does not constitute legal advice and must be adapted to comply with the consumer protection law[s] of the customers/clients to whom goods are being sold.

2. Purpose

A variety of legal rules currently exist to protect consumers in online transactions. Since these rules differ from country to country, it would have been impracticable for ICC to draft model conditions complying totally with these myriad rules. However, based on feedback from the market, ICC concluded that there was demand for a set of model clauses which would conform to the main conditions typically imposed by consumer protection regulations.

Since drafting general conditions complying in detail with all possible consumer laws was impossible, the drafting group decided that – considering the importance of this project for business – it was necessary to find a compromise, i.e. to draft a standard text complying with the main typical consumer protection rules and to invite users of the model to check the existence of further requirements in the law of the countries where they are selling online and adapt the model as needed to comply with them.

In order to achieve this result the drafting group focused on the consumer protection rules of the European Union (particularly the 2011/83/EU Directive of 25 October 2011) and drafted on this basis a standard model text dealing with all the typical issues of an online B2C sales contract. In an accompanying document (EU Requirements and Non-EU Annexes), further guidance on EU requirements – as well as additional information on the domestic legal requirements of some Member States and non-EU countries – is set out, with the expectation that additional information may be added over time.

Users should use the model online B2C sale conditions as a basis for drafting their own B2C conditions, adjusting the model form as needed to take account of different national laws and the particular needs of each business.

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3. The contents of the Model Online B2C General Conditions

The model general conditions of sale (GCS) deal with the main issues regarding the contract of sale, such as:

  • conclusion of contract – order and acceptance;
  • prices and payment conditions;
  • delivery;
  • return right - effects of withdrawal and exceptions;
  • characteristics and conformity of products displayed on the website; and
  • applicable law and dispute resolution, etc.

4. Scope of application

The model takes into account only online sale of goods, defined as tangible movable items, and therefore does not consider contracts for the provision of services. Furthermore, it is intended to be used by manufacturers who directly sell online from their website and does not consider the sale of goods through online marketplaces operated by third parties or where a variety of traders sell their products online.

5. The website requirements

In addition to the model Online B2C General Conditions of Sale, the drafting group has prepared an accompanying document setting out EU requirements as of May 2020 for the contents of a B2C sales website, including:

  1. General information to be provided to the consumer;
  2. Information on the ordering process to be provided prior to the order being placed;
  3. Information on the sale contract to be provided before the consumer is bound by the contract; and
  4. Indication of price.

This accompanying EU Requirements and Non-EU Country Annexes document may be supplemented from time to time on the ICC website with additional EU Member State information and/or Annexes setting out the respective consumer protection requirements for the contents of a B2C sales website in non-EU countries.