E-Commerce from B2C to B2B

Are you currently selling to individual consumers (B2C) in France and considering refocusing your e-commerce website towards professional clients (B2B)?

Below is a brief overview of the key changes that may affect your Terms and Conditions of Sale (T&Cs) if you plan to shift from a B2C to a B2B model in the French Market:

1. Mandatory or optional

  • B2C: Under French law, it is mandatory to provide your T&Cs to consumers before any transaction
  • B2B: T&Cs are only mandatory if requested by the professional client. However, in practice, it is strongly recommended to systematically provide them prior to any sale.

2. Language

  • B2C: A French version of the T&Cs is mandatory (as per the Toubon Law). For international B2C sales, it is highly recommended to translate the T&Cs into the language of each target market
  • B2B: There is no legal obligation to translate the T&Cs. However, forthe sake of contractual security, it is advisable to provide at least a French and an English version to facilitate court proceedings in the event of litigation

3. Content

3.1 B2C

B2C T&Cs are subject to more comprehensive and detailed requirements, including:

  • Product or service descriptions,
  • Sales or service terms (pricing),
  • Order and payment information,
  • Delivery and service execution terms,
  • Information on withdrawal rights for distance purchases,
  • Payment terms and late payment penalties,
  • Descriptions of the seller’s and consumer’s responsibilities,
  • Data protection, intellectual property, and other applicable clauses,
  • Legal warranties for conformity and hidden defects,
  • Governing law and information on dispute resolution,
  • Pre-contractual information

You have less flexibility with B2C T&Cs compared to B2B. For instance, you must comply with statutory legal warranties, you cannot choose the court in case of a dispute, and you are prohibited from including certain clauses (“clauses abusives”) that limit the seller’s obligations or reduce the consumer’s rights.

3.2 B2B

Certain clauses are mandatory:

  • Payment terms: payment deadlines, late payment penalties, etc.
  • Pricing calculation method or a detailed quote.
  • Commercial discounts: rebates, reductions, etc.
  • Governing law and information regarding the resolution of disputes.

Unlike B2C, B2B T&Cs allow more flexibility in including limitation of liability, jurisdiction clauses, and warranty exclusions.

 

4. How to ensure a smooth implementation

You can start by adapting your T&Cs with differentiated clauses for consumer and professional clients (in other words, incorporate specific provisions for B2B clients in addition to the B2C terms you already have in your T&Cs), before eventually transitioning to purely B2B T&Cs.

Next, inform your B2C clients about the changes to the site and the closure/deactivation of their accounts—this step is made easier if you have Terms of Use (TOU) in place.

If your website now exclusively targets B2B clients, you should modify your CMS (Shopify, WooCommerce, Prestashop, etc.) to prevent consumers from using client accounts or placing orders. You can, for example, install a plugin that forces clients to enter their SIREN and SIRET numbers in their account, categorizing them as professional clients. This will prevent individual consumers from placing orders online.