Sale-or-Return Agreement (dépôt-vente)
The dépôt-vente (sale-or-return) agreement is the contract by which the owner of goods (the depositor) entrusts them to a merchant or reseller (the depositary) who undertakes to sell them on the owner's behalf, in exchange for a commission on the sale price. It combines the rules of deposit (obligation of safekeeping, art. 1927 of the Code civil, French Civil Code) with those of a sale mandate. A written document specifying the description of the goods, the desired price, the commission and the treatment of unsold items is essential to avoid any dispute over ownership and sums due. This form is in English, but the document is generated in French, ready to sign and use in France.
Note: the questionnaire is in English; the generated document is in French.
The depositor
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Frequently asked questions
Who remains the owner of the deposited goods until the sale?
The depositor (initial owner) remains the owner of the goods throughout the deposit. Ownership only transfers to the buyer at the moment of the actual sale. The depositary is a mandatary or commission agent, not a buyer-reseller.
What happens if the goods are damaged or lost at the depositary's premises?
The depositary is required to safekeep the goods with the same care he applies to his own belongings (art. 1927 of the Code civil, French Civil Code). In case of damage or loss attributable to his negligence, he incurs liability and must compensate the depositor. It is advisable to check that the goods are covered by the depositary's professional insurance.
How is the depositary's commission calculated?
The parties freely set the commission, generally expressed as a percentage of the actual sale price. The depositary deducts his commission from the sale proceeds before remitting the balance to the depositor. The contract must specify whether the commission applies to the price including or excluding TVA/VAT and within what time the remittance occurs.
What becomes of the goods if they are not sold by the end of the agreed term?
The treatment of unsold items must be expressly provided in the contract: return to the depositor, tacit renewal or express extension of the deposit, or sale at a reduced price with the depositor's agreement. Absent such a provision, the depositary must return the goods at the depositor's request (art. 1944 of the Code civil, French Civil Code).
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