Who has never dreamed of being able to qualify as a wholesaler in order to escape certain legislative provisions of the EGALIM system ?
On June 30th 2025, the Commission for the Examination of Commercial Practices (CEPC) issued its Opinion No. 25-5 on the concept of wholesaler and the application of Article L.441-17 of the Commercial Code relating to the capping of logistics penalties.
Referred to by a law firm, the Commission had to determine whether a subsidiary of an industrial group reselling products purchased from other companies in the same group could be classified as a wholesaler.
The CEPC answered in the negative, since such a subsidiary does not have the commercial independence characteristic of wholesale trade, particularly in the absence of genuine negotiation with its internal suppliers.
Thus, it does not fall within the definition of wholesaler set out in Article L.441-1-2 of the Commercial Code and remains subject to Article L.441-17, in particular the 2% cap on penalties provided for by the Descrozaille Law of March 30, 2023.
The Commission recalls that wholesale trade is an independant sector, characterized by dual negotiation (upstream with its suppliers and downstream with its own customers).
The independence of the wholesaler vis-à-vis its suppliers, although not a condition imposed by law, is established here as an intrinsic characteristic of the status.