🛒 He Buys, She Buys – Consumer Rights vs. B2B Sales 

B2B, B2C – sounds a bit like chemical formulas, doesn’t it? 🧪 Don’t worry, running an e-commerce business isn’t nearly as complicated as conducting scientific experiments 😊. However, if you’re planning to launch an online store, it’s important to have a basic understanding of Business-to-Business (B2B) and Business-to-Consumer (B2C) sales channels, as well as selling to quasi-consumers. The key difference between these channels? It’s all about who your target audience is. Selling to businesses and individual customers may have some similarities, but they’re actually quite different. Then there’s selling to entrepreneurs, who, in certain cases, might be treated like consumers. The differences between these sales channels touch on many areas, like communication and marketing strategies, the buying process, pricing and payment methods. But the most important thing to remember as you start your e-commerce business—and what we’ll focus on now—is that B2B and B2C sales come with different legal requirements that will shape how you run your online store. 🛍️  

How does it impact your shop whether your customer is a consumer or a business? 🤔 

The general rule is that in B2B transactions, the seller has more flexibility. This means that the B2B relationship, being a professional one (seller – business and buyer – business), does not include the protective measures afforded to consumers as the weaker party in a contract. Consequently, sellers are subject to fewer strict regulations that enforce specific solutions and customer rights can be shaped more flexibly. However, this changes when you identify that the buyer of your goods or services is a consumer—someone purchasing for personal use rather than for their business or professional activities. 🛒 

In both cases, the terms outlining your mutual rights and responsibilities—those of you as the seller and those of your customers, whether they are businesses or consumers—should be included in your shop’s terms and conditions. You don’t need to create separate terms for each sales channel (although you could). It’s sufficient to clearly outline the rights of both consumer customers and business customers within a single set of terms and conditions. 📜 

What issues should you address depending on whether the buyer is a business or a consumer? 🧐 

Unfair contract terms 🚫 

The first issue is “unfair contract terms.” According to the regulations, if a particular clause in a contract with a consumer was not individually negotiated, it does not bind the consumer if it creates an imbalance in their rights and obligations, contrary to accepted principles of morality and severely undermines their interests. 

Examples of unfair clauses include: 

• A clause that requires the consumer to cover the cost of shipping in order to file a complaint about the purchased goods. 

• A provision allowing the business to change the shop’s terms and conditions at any time and without needing to provide a reason for the changes. 

Before drafting your store’s terms and conditions, check the list of unfair clauses to make sure that none of the terms you plan to include are on it. Use common sense—if a clause seems “unfair,” abuses the seller’s position or removes rights that consumers would normally have, you’re treading on thin ice. 🧊 

The right of withdrawal 🛑 

You’ve shopped online as a consumer many times, so you’re familiar with the fact that in B2C sales, customers have the right to withdraw from the purchase within 14 days. A business cannot limit this right for consumers, except in a few specific situations. However, the rules are different when you’re selling your goods to another business. 

Of course, you can provide the buyer—who is a business—with the right to withdraw from the contract or to return/exchange goods (as many established e-commerce businesses do). However, in such cases, these rights will be governed solely by your sales policy, and you can tailor them to fit the needs of your shop. 🛍️ 

 Warranties and complaints 🛠️ 

The biggest differences between B2B and B2C sales are found in the area of customer rights related to warranties for defects in the sold goods (or, for consumer sales after 1 January 2023, regarding non-conformity with the contract). In B2B sales, a business can generally define the customer’s rights as it sees fit. However, in B2C sales, an online shop must ensure that consumers can exercise their statutory warranty rights. ⚖️ 

Information Obligations 📝 

Last but not least, in B2C sales, the Consumer Rights Act requires online businesses to provide consumers with a range of information, including: 

• the characteristics of the product being sold 

• its price 

• the consumer’s rights related to the purchase 

• contact details of the business 

This has a significant impact on the shopping experience. While you will also need to provide information to clients in B2B sales, often similar to what is required in B2C, the obligations regarding the scope and detail of the information are much less stringent in the B2B context. 

Can a business be a consumer? 🕵️‍♂️ 

Here’s a little exception 😉 Until 31 December 2020, the distinction between consumers and businesses was clear and straightforward. However, since 1 January 2021, a new, third category has been introduced: the “entrepreneur with consumer rights.” 

Who is this? 🤔 

This applies to sole proprietors—individuals running a sole proprietorship registered in the CEIDG—who enter into a sales contract with a business if the contract is directly related to their business activity but indicates that it is not of a professional nature for them. 

Examples: 

• a lawyer buying a printer for their office 🖨️ 
• a doctor purchasing a car to commute to work at the hospital 🚗 
• an architect buying a coffee machine for their office ☕ 

For such clients, you’ll need to ensure they are treated as consumers in your shop. However, to reassure you, in the event of a dispute, the buyer will have to prove that they qualify as an entrepreneur with consumer rights.

Note! ⚠️ 

In practice, you might see the term “prosumer” used to describe entrepreneurs with consumer rights. However, keep in mind that “prosumer” is also used in the Renewable Energy Sources Act to refer to someone who both produces and consumes what they have created (e.i. electricity). So, don’t confuse these two types of prosumers! ⚡ 

Does it sound complicated? It can be—creating a comprehensive and compliant set of terms and conditions for your online shop isn’t the simplest task, but it’s definitely achievable! If you need help, contact LBKP, the e-commerce experts who put together the legal section of our guide. 📚