Writing Terms of Sale for Ecommerce: What They Must Contain

An ecommerce site's terms of sale legally govern the relationship between seller and customer: ordering, payment, delivery, warranties and returns. They must be written based on the actual business, not copied as-is from a generic template, and must remain accessible before every order is confirmed. This article gives a general framework and does not replace verification by a legal professional.

The real problem: copied terms of sale protect no one

The most common temptation is to copy terms of sale found on a competitor's site or a generic template downloaded online, without adapting them to the reality of the business. The problem is twofold: a clause that doesn't match your actual business (for example, delivery timeframes that are never honored) can work against you in a dispute, and a clause missing on a point specific to your industry leaves a legal gap in case of disagreement with a customer.

The real work, then, isn't finding "the right template," but starting from a standard structure and adapting it precisely to what you sell, how you deliver it, and what warranties you actually offer.

Disclaimer

This content presents a general, informational framework for France and the European Union. It does not constitute legal advice. Having your terms of sale written or reviewed by a specialized lawyer is still recommended, particularly for a business with industry-specific characteristics or a significant sales volume.

What ecommerce terms of sale should generally cover

Terms of sale for an online store typically cover: identification of the parties (seller and customer), scope of application (products/services concerned), ordering and confirmation terms, price and accepted payment methods, delivery timeframes and terms, applicable legal and commercial warranties, the return and refund procedure, the right of withdrawal with its exceptions where applicable, complaint handling, and applicable law in case of dispute.

Distinguishing terms of sale from terms of use

Terms of sale and terms of use (T&Cs) serve different needs. Terms of sale govern the commercial transaction itself. Terms of use govern general use of the site: account creation, expected behavior, intellectual property of the site's content, liability in case of misuse. An ecommerce site generally needs both documents, distinct from one another, even if they can be linked from the same locations.

Clauses often overlooked

Certain clauses are frequently forgotten or treated superficially, even though they have a real impact in case of dispute:

• Precise delivery timeframes and what to do in case of delay, rather than vague wording.
• The return policy beyond the legal withdrawal period, if you offer a more generous one as a commercial gesture.
• Handling of out-of-stock products after an order is placed.
• The exact refund terms (timeframe, method used).
• The complaint procedure before any legal action or mediation.

Where and how to display terms of sale

Terms of sale must be accessible before the order is confirmed, generally via an explicit checkbox ("I have read and accept the terms of sale") at checkout, with a link to the full text. They must also remain viewable at any time, typically via a link in the site footer. A simple mention like "by ordering, you accept our terms of sale" without a visible link or checkbox is legally weaker.

Updating terms of sale over time

Terms of sale aren't a fixed document. They must evolve with the business: a change in delivery method, new payment methods, an evolving warranty policy, or a change in the company's legal status. Terms of sale that no longer match the store's actual practice lose value in case of dispute, since they don't reflect what actually happened.

Adapting terms of sale to a mixed catalog

Some stores sell both physical products and services or digital content (for example, a product bundled with an online course). In this case, a single, generic set of terms of sale rarely covers both types of sale well, since they don't follow exactly the same rules, particularly regarding the right of withdrawal. It's often better to include distinct clauses depending on the type of product or service sold, rather than a single text that blurs these differences at the risk of becoming unenforceable on certain points.

The special case of international sales

A store that sells outside France must check whether its terms of sale remain suited to customers located in other countries, particularly regarding the applicable law in case of dispute and consumer protection specifics that can vary from one country to another even within the European Union. A poorly written applicable-law clause can prove ineffective against a customer from another country, which justifies specific verification as soon as international sales become significant.

What to remember

• Terms of sale govern the commercial transaction (ordering, payment, delivery, warranties, returns); terms of use govern site usage.
• A generic template copied without adaptation represents a risk, not a protection.
• Terms of sale must be accessible before the order is confirmed, via an explicit checkbox and a permanent link.
• Certain clauses (delivery timeframes, out-of-stock handling, complaint procedure) are often overlooked though they matter in disputes.
• Terms of sale must be updated with every significant change in the business.

Having your terms of sale reviewed periodically

Beyond the initial drafting, planning a periodic review of your terms of sale, for example once a year or with every notable change in the business, helps avoid a growing gap between what the document describes and what the store actually does. This gap often widens quietly: a new carrier added without updating the delivery clause, a new product category that changes the scope of the applicable right of withdrawal, or a change in legal status never reflected in the document. This regular review generally costs less than a dispute caused by outdated terms of sale.

Frequently asked questions

Is a terms-of-sale template found online enough for an online store? Rarely reliably, since a generic template doesn't account for the specifics of your business. It can serve as a base, but a review by a professional is still recommended.

Should terms of sale be different from terms of use? Yes. Terms of sale govern the commercial transaction, terms of use govern general site usage. An ecommerce site generally needs both.

Where should terms of sale be displayed on an online store? Before the order is confirmed via an explicit checkbox, and permanently via a link in the footer.

Should terms of sale be updated regularly? Yes, as soon as the business changes (delivery, payment, returns, legal status). Outdated terms of sale lose value in case of dispute.

In summary

Solid terms of sale are a living document, adjusted to the reality of your business, not a text copied once and for all. Support for setting up your site can incorporate the necessary sections for your terms of sale, but their legal drafting should be entrusted to a legal professional competent for your industry.