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If you sell to both consumers (B2C) and businesses (B2B), you need two sets of general terms and conditions: consumers are much better protected by law, meaning that some provisions permitted for businesses are prohibited for consumers. With separate terms and conditions, you are in a strong legal position and remain within consumer law. Below, you can read where the differences lie.
Why are consumers better protected?
The law often views the consumer as the weaker party: they have little room for negotiation and must usually accept the terms and conditions set by companies. Companies are expected to be able to negotiate favorable terms themselves and therefore require less protection. As a result, consumers enjoy additional rights, such as the right of withdrawal (changing your mind and returning goods within a certain period). Your terms and conditions must take these rules into account. Therefore, it is wise to have two sets of general terms and conditions
Risks and liability
Business transactions are often more complex and riskier. In B2B agreements, you can exclude certain warranties or limit your liability for specific risks — something that is often not permitted for consumers due to strong protection. Therefore, include clear liability agreements in B2B terms and conditions, separate from what applies to consumers.
Payment terms
You can agree on different payment terms with businesses than with consumers, such as longer terms or different payment methods. Please note, however: a large company must pay self-employed individuals and SMEs within thirty days, and agreeing on a longer term is not permitted. TODO_VERIFY: statutory payment terms between businesses may change — check the current rules.
Dispute resolution
The method for resolving disputes can also vary. For consumers, you often opt for low-threshold, accessible dispute resolution, while for businesses, you can choose specialized (arbitration) processes that better align with the broader interests.
Avoid problems with two sets of conditions
With separate terms and conditions for consumers and businesses, you create clarity, comply with the law, and improve your business relationships. It helps manage expectations and prevent unnecessary disputes. However, be sure to regularly update the terms and conditions to reflect changing laws and practices.
Frequently Asked Questions
Why do I need two sets of general terms and conditions?
Because consumers enjoy more protection than businesses. Provisions that are permitted in B2B (such as limitations of liability) are often not allowed against consumers.
May I exclude my liability?
Towards businesses often (partially) yes, but towards consumers usually not or only to a limited extent. Therefore, separate terms and conditions are important.
What payment term applies between companies?
A large company must pay self-employed individuals and SMEs within thirty days; a longer period is not permitted. Check the current rules.
Does the right of withdrawal also apply to business customers?
The statutory right of withdrawal applies in principle to consumers, not to businesses. Therefore, your B2B terms and conditions may deviate on this point.
General terms and conditions for consumers and businesses?
We draft your general terms and conditions or convert B2B terms to B2C and vice versa, ensuring that your terms adequately protect your business and comply with the law.
View our general terms and conditions or our expertise in contract law, and schedule a no-obligation intake consultation.
