Bill 96 is Passed: How Will It Affect Your Relations with Customers and Suppliers?

Bill 96: How Will It Affect Your Relationships with Customers and Suppliers?

As outlined in a recent article by our Labour and Employment Law team, Bill 96 provides for significant amendments not only to Québec’s Charter of the French Language (the “Charter”), but also to other Québec legislation, including the Consumer Protection Act and the Act respecting the legal publicity of enterprises. As a result, companies doing business in the Province of Québec will have to comply with several new obligations. The following article outlines the Bill’s main impacts on a company’s relationship with its customers and suppliers.

The Charter already established French as the language of commerce and business. In addition to obligations regarding product packaging and labelling, public signage and commercial advertising, the Bill also adds several new obligations for doing business that should be noted.

How Does Bill 96 Affect Contracts with Customers?

One of the most significant changes introduced by Bill 96 concerns contracts of adhesion and consumer contracts.

Adherents or consumers who have signed a adhesion or consumer contract will only be bound by the non-French-language version of that contract if they have been provided with the French version prior to giving their express consent to being bound by version in a language other than French.

Therefore, any adhesion or consumer contract that is not drafted in French will be deemed unintelligible and thus void, unless the consumer or the adhering party has specifically requested that it be drafted in another language, after having been given the French version. The aggrieved party may also choose to maintain the contract, but request that its obligations be reduced. The consumer or member may also rely on either version, depending on their preference, if there is a discrepancy between the French and the other language versions.

The requirement to provide the French version is a new requirement that will no doubt change the current practice whereby the parties’ waiver of a contract in French can simply be stated in the contract to be signed. It should also be noted that it will be prohibited to charge for the drafting of a French version of a contract or any related documents.

New Requirements for Invoices and Transactional Documents

Bill 96 reinforces existing obligations requiring certain business documents to be available in French.

These documents include:

• Invoices
• Receipts
• Releases and acknowledgements
• Purchase orders
• Catalogues
• Brochures
• Directories
• Other transactional and commercial documents

The legislation introduces an additional requirement: when a version in another language is provided, the French version must be made available under conditions that are at least as favourable.

Organizations should therefore ensure that their invoicing systems, customer portals, automated communications and document delivery processes comply with these requirements.

What Businesses Need to Know When Dealing with Québec Government Entities

If your client is a government entity:

• public contracts and writings sent to government entities to conclude such a contract must be drafted exclusively in French. This exclusivity concept is new. In certain cases, a version in a language other than French could be attached to contracts between the government and businesses. Contracts with foreign parties can however be drafted in a language other than French only;
• all listings for a product sold to the government must be in French. Furthermore, services rendered to the government by a company must also be rendered in French. Exceptions are made if the product cannot be made available in a timely manner or if the services cannot be provided in French. It should be interesting to see how this exception will be applied.

Expanded Enforcement Powers for the OQLF

The Office québécois de la langue française (the “Office”) will have authority to order anyone who fails to comply with the Charter, whereas its authority was previously limited to issuing formal notices. The Office will also be able to seek injunctive relief directly from the courts to ensure compliance. Fines for Charter violations will increase to between $3,000 and $30,000 for corporations, doubling for a first offence and tripling for subsequent offences. Fines of $1,400 to $14,000 will also be imposed on corporate directors or officers for offences under the Charter.

The Bill’s provisions will come into force at various times, some of them as soon as its assent, which took place on June 1, 2022.

Need Guidance on Bill 96 Compliance?

The requirements introduced by Bill 96 and the Charter of the French Language continue to evolve and may have significant consequences for your contracts, commercial relationships, customer communications and supplier agreements.

Our professionals in Commercial Law, Business Law and Regulatory Compliance help organizations assess their obligations, review commercial documentation, implement compliant business practices and develop practical solutions aligned with Québec's language legislation.

Whether you are reviewing customer contracts, updating transactional documents, responding to public-sector requirements or developing a broader French language compliance strategy, our team can help you navigate the evolving regulatory landscape.

Contact our professionals in commercial law and corporate compliance.to discuss the impact of Bill 96 on your business operations and develop a tailored compliance strategy for your organization.