The terms and conditions of the online shop B2B serve a different purpose to those in consumer sales and must take into account the specific nature of business-to-business relationships. It is worth knowing which elements are key in the terms and conditions of the shop B2B and what to look out for to ensure they comply with the law and the realities of business-to-business sales.
It’s not worth copying
The most important thing is not to copy the terms and conditions from other shops. You can never be sure that they have been drafted in accordance with the applicable law elsewhere, or that they will properly protect the shop’s interests.
The basis of any set of rules
What must be included in every set of terms and conditions is, first and foremost, details of the entity that owns the shop. That is, the tax identification number (NIP), address and full name of the business. It is also important to describe what the company does. In the case of a shop, this will, of course, be the sale of goods. One of the clauses should also state that placing an order constitutes acceptance of the terms and conditions. The terms and conditions should also include definitions of all terms used within them.
See also: Online wholesale business – what is it and how do you set one up?
Technical requirements
An important point in the terms and conditions of the B2B shop is the list of requirements that computer hardware, smartphones or any other device must meet in order to place orders. You can list here all the web browsers on which the shop can be accessed. If dedicated apps are available, it is also worth mentioning this.
Specifying who may place an order
The website B2B differs from B2C in that it is intended for business customers rather than private individuals. It must therefore be clearly stated in the terms and conditions that only those running a business or authorised company representatives may place orders.
Read also: B2B vs B2C – find out the key differences!
Ordering procedure
The terms and conditions should set out the procedure for placing an order. It is particularly important to specify when an order can be considered to have been placed – for example, what sort of email the buyer receives from the shop to confirm this.
Delivery
The terms and conditions at B2B should set out in detail the delivery methods, as well as the associated liability. In business-to-business transactions, it is often the case that the buyer arranges for the transport of the goods themselves, using their own resources or those of another company. It is important to specify when responsibility for the goods passes to the buyer. This will help to avoid many unpleasant consequences should the goods be damaged during transport.
See also: Examples of B2B – sectors worth operating in at B2B
Complaints procedure – warranty
It must be clearly set out, including all the conditions that the buyer must meet for it to be considered. It is worth setting out the terms of the warranty and any situations in which it does not apply in a separate section.
Information on financial documents and payments
Another point that should be included in the terms and conditions is the information that the invoice will serve as proof of purchase. In this age of widespread digitalisation, it is worth noting that invoices for orders placed will be issued electronically and sent to the buyer’s email address. If the same payment deadline is to apply to all buyers, this can be specified in the terms and conditions, although it should also be noted that the deadline may vary in the case of individual arrangements. It is also advisable to protect against non-paying customers by including a clause stating that the shop is authorised to withhold orders in the event of late payments. For shops such as B2C, it is important that customers are able to pay via fast online bank transfers. However, these services do charge a commission. In the case of the online shop B2B, where payment is in any case made on the basis of an invoice, it is worth specifying in the terms and conditions that this is the only acceptable method of payment.
Protection against dishonest buyers
The terms and conditions of the online shop B2B may prove extremely useful in situations of conflict or in circumstances that nobody would wish to find themselves in. In contrast to the terms set out at B2C, where the seller has numerous obligations and their rights are significantly restricted, the terms and conditions at B2B allow for greater flexibility. It is worth, for example, including a clause that allows the shop to remove a customer from the database – in other words, to terminate their contract with immediate effect. There may be many reasons for such a termination. Unfortunately, competition in business is not always fair. It may happen that a person places orders solely to overload the system, or orders goods and fails to collect them, or fails to pay their invoices. In a large shop such as B2B, where most tasks are automated, such a customer B2B can cause a great deal of damage. Preventing them from placing orders by removing them from the customer list is often the only solution.
Summary
The Terms and Conditions of the B2B shop are an extremely important document. They should clearly set out the terms of sale, the liability of the parties and the process for fulfilling orders. It is not advisable to copy them from other shops or download them from unknown sources. You can draft them yourself, provided you have the necessary knowledge. A far better option is to commission someone to draft them or purchase ready-made terms and conditions from a reputable source. These will simply need to be completed with your company’s details. It is also important to remember that, in many situations, terms and conditions can save you a considerable amount of money. They must act as a form of protection for the shop, which is why all exclusions of the shop’s liability must be clearly set out in them.
Questions and Answers
Does the online shop B2B have to have terms and conditions?
Yes, the terms and conditions are the key document setting out the rules governing sales between businesses. They protect both parties to the transaction and clearly define the terms of the business relationship, payment arrangements and liability.
How do the terms and conditions at B2B differ from those at B2C?
Not all consumer protection provisions apply to the terms and conditions at B2B. These terms and conditions may set out different rules regarding returns, complaints or withdrawal from the contract.
What should the terms and conditions of the B2B shop include?
The terms and conditions should set out, amongst other things, the procedure for placing orders, payment terms, delivery arrangements and the rules governing the parties’ liability. It is also important to clearly define the status of the customer as a business.
Can the right to withdraw from a contract be excluded in a sale under the B2B scheme?
Yes, in business-to-business transactions, the right to withdraw from a contract does not apply automatically. However, this should be clearly stated in the terms and conditions.
Do the terms and conditions of the B2B shop have to be available before making a purchase?
Yes, a business customer should be able to read the terms and conditions before placing an order. This is important both from a legal perspective and in terms of the transparency of the business relationship.