B to B professionals: are you sure that you are not affected by the consumer right of withdrawal?

Professionals providing products and services exclusively intended for other professionals (outside the financial sector) sometimes forget that under the terms of Art. L.221-3 of the Consumer Code, they are required to allow "small" customers (less than six employees) buying outside the scope of their main activity to benefit from certain consumer protection rules, and in particular the right of withdrawal, as soon as the sale has been concluded "off-premises".

 The concept of "off-premises" is the heir to door-to-door canvassing. It refers to situations where the consumer (or, in some cases, the small professional) is solicited or engages outside the usual framework of the seller's activity. This may typically be the case for the purchase of a software application during a demonstration carried out by a salesperson at the buyer's premises, or a purchase made online just after the demonstration.

LOGISTICAL AND CONTRACTUAL CONSEQUENCES

If all the conditions set out in Art. L.221-3 of the Consumer Code are met (small professional purchasing outside the scope of his main activity in an "off-premises" situation), the buyer benefits from a right of withdrawal, which entails several contractual and logistical consequences:

• Before the conclusion of the contract, the seller must provide information on the conditions, time limit and procedures for exercising the right of withdrawal, as well as the standard withdrawal form.
• The contract offered to the buyer must be accompanied by the standard withdrawal form.
• The buyer has a period of 14 days to exercise his right of withdrawal, without having to justify his decision. It is necessary to know how to manage the consequences of this withdrawal if, at the request of the buyer, the performance of the contract has begun.
• If the above-mentioned pre-contractual information has not been provided, the period is extended by 12 months from the end of the initial 14-day period. 
• If the information on the right of withdrawal is not included in the contract, the contract may be declared null and void (in addition to the 12-month extension).

 The buyer must inform the seller of his decision before the expiry of the 14-day period, by sending him the standard withdrawal form in writing, or possibly online via the professional's website.

 NEW SINCE JUNE 19, 2026

 For contracts entered into since 19 June 2026, new obligations apply (Article L 221-21, paragraph 3 of the Consumer Code and clarifications in Article D 221-5): if the contract was concluded online, the seller must make available on its website a feature allowing the seller to exercise the right of withdrawal free of charge.

 The online withdrawal feature must:

• Be legibly identified by the words: " renounce the contract here " or an unambiguous analogous formula;
• Be displayed in a visible, directly and easily accessible way on the online interface;
• To allow the customer to provide: his identity, information to identify the contract concerned, the electronic means by which he wishes to receive the acknowledgement of receipt of the withdrawal;
• Provide for a function for confirming the declaration of withdrawal, identified by the words " confirm withdrawal " or an unambiguous analogous formula;
• Lead the professional to send, within a reasonable period of time, an acknowledgement of receipt on paper or any other durable medium, mentioning: the content of the declaration of withdrawal, the date and time of its sending.

PENALTIES

 Since the law on the simplification of economic life, applicable on 28 May 2026, the criminal penalties in the event of failure to comply with the obligation to submit the standard withdrawal form have been reduced: the defaulting professional no longer incurs a prison sentence but remains:

• The administrative fine of €15,000 (€75,000 for legal entities), on the basis of Articles L 242-10 and L 242-11 of the Consumer Code.
• The sanction of nullity of the off-premises contract without the form (Article L 242-1 of the Consumer Code).