Between abuses of economic dependence, automatic nullities, and value leakage after signing, the General Terms and Conditions of Sale have become a governance issue, far more than a legal formality.
In most companies, the General Terms and Conditions of Sale occupy a paradoxical place. They appear on every quote, accompany every invoice, are invoked in every dispute, and yet management rarely rereads them.
Based on a sectoral model, marginally adjusted by a service provider, they organize the core of commercial risk: price, deadlines, liability, termination, and the competent jurisdiction. The issue is less about legal drafting than governance, and recent data confirm it.
A value leakage now quantified
World Commerce & Contracting (WorldCC), studies published in August 2025, show that only 39% of practitioners judge their contracts effective in producing the expected result, that 16% believe negotiations address the right topics, and that nearly 90% of business users find these documents difficult, or even impossible, to understand.
The cost is measured: a faulty contracting practice erodes on average nearly 9% of annual revenue, 15% or more in complex sectors, versus about 3% for the best organizations. A January 2026 study focused on purchasing contracts estimates the value lost after signing at 11%, or about $55 million per year for a company spending $500 million on contractualized expenditures.
These measures cover all contracts, but the General Terms and Conditions, reproduced in every transaction, systematically amplify their effect. WorldCC’s finding is clear: the loss arises after signing, when no one translates the clauses into behaviors, governance, and monitoring.
The Tunisian framework: contractual freedom under supervision
