Commercial law
Compliant terms and conditions in Luxembourg: what your terms of sale must contain
Reviewed and approved by a lawyer admitted to the Luxembourg Bar.
Quick answer
Terms and conditions are enforceable only if the customer accepted them before placing the order. In B2C e-commerce, they must include pre-contractual information, a 14 day right of withdrawal and a data policy that complies with the GDPR. In B2B, they secure payment, liability and jurisdiction.
General terms and conditions of sale set the legal framework for every transaction: price, payment, liability, warranties and jurisdiction. Their strength depends first of all on their enforceability, and therefore on acceptance that can be proved before the order. Online sales and sales to consumers impose enhanced obligations: pre-contractual information, a 14 day right of withdrawal, legal notices and GDPR compliance. This guide sets out the essential clauses, distinguishes B2B from B2C and points out the mistakes that expose the business. For a review, see our terms and conditions lawyer page.
In short
- Have the terms and conditions accepted before the order: without proven prior acceptance, they are unenforceable.
- Distinguish B2B terms from B2C terms: the obligations are not identical.
- In B2C e-commerce, include the pre-contractual information and the 14 day right of withdrawal.
- Draft a clear price and payment clause, with late payment penalties and interest.
- Frame the limitation of liability without any unfair term or total exclusion.
- Align the terms and conditions with a GDPR-compliant data policy (information, legal basis, CNPD).
| Criterion | B2B (businesses) | B2C (consumers) |
|---|---|---|
| Freedom of contract | Broad | Restricted, mandatory rules |
| Pre-contractual information | Lighter | Enhanced and compulsory |
| Right of withdrawal | Not applicable | 14 days in e-commerce |
| Unfair terms | Limited control | Deemed unwritten |
| Limitation of liability | Possible, if reasonable | Restricted, no total exclusion |
| Choice of law and court | Freely negotiable | Consumer protection preserved |
Making your terms and conditions enforceable
Terms and conditions only have value if the customer was able to read them and accept them before the contract was concluded. Otherwise, they are unenforceable.
The methods of acceptance depend on the sales channel (shop, website, B2B).
The essential clauses
Price and payment terms, deadlines, retention of title, limitation of liability, warranties and jurisdiction clause: these elements directly protect your business.
A clear payment clause, coupled with penalties, makes subsequent recovery easier.
E-commerce and B2C: enhanced obligations
Online sales and sales to consumers impose specific information requirements, in particular on pre contractual information and the right of withdrawal.
B2B and B2C terms and conditions therefore cannot be identical.
| Category | Item to state |
|---|---|
| Seller's identity | Company name, form, address, registration, VAT |
| Product or service | Main characteristics |
| Price | Total amount including VAT, delivery costs |
| Order | Steps, payment methods, performance |
| Withdrawal | 14 day right, procedure, standard form |
| Data | Reference to the privacy policy (GDPR) |
Depending on your profile
B2C e-commerce sellers
If you sell online to consumers, your terms and conditions must provide for acceptance by a tick box before payment, pre-contractual information, the 14 day right of withdrawal with a standard form, and a reference to your GDPR policy.
B2B service providers
Between businesses, freedom of contract is broad: focus your terms and conditions on payment, late payment penalties, retention of title, a reasonable limitation of liability and a suitable jurisdiction clause.
Marketplaces and platforms
A platform combines sellers' terms and conditions with buyers' terms of use: enforceability must be proved for each, and alignment with the GDPR and with the information obligations of e-commerce is central.
SaaS start-ups
For an online subscription service, take care over the clauses on term, renewal, termination and availability, the alignment with the GDPR and the exclusions from withdrawal that apply to digital content.
Official sources