🛒 Mr buy, Mrs buy – consumer rights vs. B2B sales 

B2B, B2C– sounds a bit like chemical formulas, doesn’t it? 🧪 Rest assured, running an e-commerce business is not as complicated as doing a science experiment 😊. However, when planning to set up an online shop, you need to have some basic knowledge of selling inBusiness-to-Business (B2B)andBusiness-to-Consumer (B2C) channels , as well as selling to quasi-consumers. Yes, you are right to guess that what makes the aforementioned channels different is the audience to which your sales offer will be directed.

Selling to businesses and to individual customers, while having many similarities, are strongly different. On top of this, there is the sale to businesses, who in certain situations may be treated as consumers. The differences between the aforementioned sales channels relate to many aspects, such as the handling of the communication and marketing strategy, the purchasing process, pricing and payment types. However, what you absolutely have to bear in mind when starting your e-commerce business – and what we will focus on now – is that B2B and B2C sales involve a slightly differentlegal framework within which you will operate your online shop. 🛍️

What influences whether the customer of your shop is a consumer or a business? 🤔

The general rule of thumb is that there is more room for manoeuvre for the seller when trading in theB2Bchannel. This means that the B2B relationship as a two-sided professional relationship (seller – trader and buyer – trader) is deprived of the protective character enjoyed by the consumer as the weaker contractual party. In this case, the seller is bound by fewer ‘rigid’ rules enforcing specific solutions and the shopper’s rights can be shaped more freely. The situation changes when you identify that the purchaser of your goods or services is aconsumer, i.e. a person who makes a purchase not directly related to his/her economic or professional activity. 🛒

In both cases, the provisions describing your mutual rights and obligations – yours as a seller and those of your customers, whether they are businesses or consumers – should be included in theshop rules. You do not need to create separate rules and regulations for each sales channel (although you could, in theory) – it is enough if you adequately describe the rights of your customers-consumers and customers-businesses within a single set of rules and regulations. 📜

What issues should you describe depending on whether the buyer is a trader or a consumer? 🧐

Abusive clauses 🚫

The first issue is the so-calledabusive contractual clauses. According to the legislation, if a clause in a contract concluded with a consumer has not been individually agreed with him or her, such a clause is not binding on the consumer if it shapes his or her rights and obligations in a manner contrary to good practice, grossly infringing his or her interests.

Examples of abusive clauses:

• A clause making the possibility of filing a complaint about a purchased good conditional on the consumer paying the shipping costs.

• A clause assuming that the trader can change the shop rules at any time and without having to justify the reason for the change.

Before writing your shop’s terms and conditions, take a look at the Register of Prohibited Clauses and make sure you do not find anything you plan to include in the terms and conditions. Look at the subjectwith common sense– if a term or condition is not ‘fair’, abuses the seller’s position, deprives the consumer of some rights they normally have, you are treading on fragile ice. 🧊

Right of withdrawal 🛑.

You yourself have shopped online more than once as a consumer, so you are well aware that in the case ofB2Csales, the rule is that thecustomer canwithdraw from the sales contract within 14 days. This right cannot be limited by the trader to the consumer, except in a few special situations. It will be different if you are selling your goods to a trader.

Of course, you may provide for a buyer-trader right of withdrawal or return/exchange of goods (this is, in fact, often done by established e-commerce businesses), but in such a case, the buyer’s rights will be solely the result of your sales policy and you may shape them in a way that is convenient for your shop. 🛍️

Warranty and complaints 🛠️

By far the most distinction betweenB2BandB2Csales is in the area of the customer’s rights under thewarranty for defects of the goods sold(for consumer sales after 1 January 2023 – for non-conformity of the sold item with the contract). In the case of B2B sales, the customer’s rights can in principle be shaped freely by the trader. Meanwhile, in the case of B2C sales, the trader running the online shop must ensure that the consumer can exercise the warranty rights guaranteed by law. ⚖️

Information obligations 📝

Last but not least, in the case ofB2Csales, the Consumer Rights Act imposes an obligation on the trader running an online shop to provide the consumer with a range ofinformation, including but not limited to:

• the characteristics of the product being sold,

• the price of the product

• The consumer’s rights in relation to the purchase,

• contact details of the trader.

This very much influences the shape of the purchase path. Of course, also when selling in theB2Bchannel, you will provide your customers with a range of information, often overlapping with that for B2C sales, but the obligations related to the scope of the information provided and the level of detail will be much smaller in this situation.

Can a trader be a consumer? 🕵️‍♂️

Finally, a small exception 😉 While until 31 December 2020, the division between consumers and traders outlined above was clear and did not give rise to any exceptions, you need to know that from 1 January 2021, a new, third category of entities has emerged – namely, the so-calledconsumer trader.

Who is that? 🤔

It is about sole traders, i.e. natural persons running a sole proprietorship registered in CEIDG, who conclude a sales contract directly related to their business activity with a trader running a shop, if it follows from the content of the contract that it does not have a professional character for that person.

Examples:

• A lawyer who buys a printer for his office 🖨️.

• A doctor who buys a car to commute to his hospital 🚗.

• An architect buying a coffee machine for the office ☕.

Generally, for such customers, you will have to ensure that they are treated as consumers in your shop, although – for consolation – in the event of a dispute, it will be the buyer who will have to prove that he or she is entitled to business status under consumer rights.

Attention! ⚠️

In the market, you may also come across the term prosumer, but remember that the termprosumeris also used in the RES Act and refers to a person who is involved in the production and subsequent consumption of what they have produced (e.g. electricity). The two prosumers should therefore not be confused! ⚡

Sounds complicated? Yes, creating good online shop rules and regulations that guarantee compliance with all regulations is not the easiest thing under the sun, but it can be done! If you need support, contactLBKP, the e-commerce experts who have prepared the legal part of our guide. 📚