B2B Shop for Businesses Only: Excluding Consumers Properly

German law divides customers by the purpose of the transaction. A consumer is any natural person who enters into a legal transaction for purposes that predominantly fall outside their trade, business or self-employed profession (Section 13 BGB, German Civil Code). A trader is anyone who acts in the exercise of their trade or self-employed profession when concluding the transaction, whether as a natural or legal person or as a partnership with legal capacity (Section 14(1) BGB). A large share of the duties an online shop has to meet depends on this distinction.

If a distance contract with a consumer is concluded through the shop, the consumer has a right of withdrawal (Section 312g(1) BGB). The period is 14 days (Section 355(2) BGB). It does not start before the merchant has properly informed the consumer about the right of withdrawal (Section 356(3) BGB). Without such instructions, the right of withdrawal for deliveries of goods expires only twelve months and 14 days after receipt of the goods (Section 356(4) BGB). Since 19 June 2026 (Art. 2 Directive 2023/2673), a shop that concludes contracts via an online interface must also provide a withdrawal function that is clearly labelled “Vertrag widerrufen” (withdraw from contract) or with an equivalent unambiguous wording (Section 356a(1) BGB). Anyone who leaves this function out because they consider themselves a pure B2B shop has a problem as soon as the first consumer places a valid order.

Price information comes on top. The German Price Indication Ordinance governs how traders state prices to consumers (Section 1(1) PAngV). Anyone who offers goods to consumers must state total prices (Section 3(1) PAngV), meaning prices including VAT and other price components (Section 2 no. 3 PAngV). In the ordering process with consumers, the button must be clearly labelled “zahlungspflichtig bestellen” (order with obligation to pay) or with an equivalent unambiguous wording (Section 312j(3) BGB). A shop that can show it sells only to businesses may instead put net prices first and design its ordering process more freely.

Some duties sit in both columns. Anyone selling goods through an online shop must give every customer technical means to correct input errors, provide certain information on contract conclusion under Art. 246c EGBGB, confirm receipt of the order electronically without delay and make the contract terms including the terms and conditions retrievable and storable (Section 312i(1) BGB). Between parties who are not consumers, the first three of these duties can be waived by agreement (Section 312i(2) BGB), the retrievability of the contract terms cannot. A shop for businesses only therefore saves mainly withdrawal, withdrawal function and gross prices, not every duty of electronic commerce.

The key decision of the Federal Court of Justice on the subject dates from 11 May 2017 (BGH, I ZR 60/16). Two dealers in accessories for franking machines were in dispute over a cease-and-desist declaration under which the defendant was not allowed to sell to consumers without withdrawal instructions and complete price information. On behalf of the claimant, a lawyer ordered envelopes in the defendant's shop. Every page carried the notice that sales were made only to traders, businesses, freelancers and public institutions, not to consumers (BGH, I ZR 60/16, para. 25). Directly above the order button the buyer confirmed that he was ordering as a trader and not as a consumer (BGH, I ZR 60/16, para. 25). Only afterwards did he enter the word “Privat” (private) in the “Firma” (company) field. The claimant then demanded contractual penalties totalling 17,500 euros (BGH, I ZR 60/16, para. 9).

The court upheld the dismissal. Anyone who wants to buy from a trader who is not prepared to contract with a consumer cannot obtain the protection of consumer law by falsely claiming to be a trader (BGH, I ZR 60/16, para. 26). The basis is the principle of good faith (Section 242 BGB). The court regarded the test purchase itself as an abuse of rights because it was designed to circumvent the precautions taken by the merchant (BGH, I ZR 60/16, para. 33).

For the design of a B2B shop, two passages of the judgment matter more than the outcome. First, nothing suggested that the merchant would have accepted the order without the express business confirmation (BGH, I ZR 60/16, para. 30). The confirmation was a real filter, not decoration. Second, in the court's view the entry “privat” in the company field could raise doubts as to whether the order was for private use after all (BGH, I ZR 60/16, para. 29). The merchant prevailed because the buyer had previously declared himself a trader. A shop that detects such contradictions before acceptance and holds the order for a query does not have to rely on this weighing at all.

Both judgments suggest a sequence of levels, which the graphic above also shows. It is not a rating; it describes two things: how clearly a shop expresses its will to contract only with businesses, and how well it actually catches consumer orders. Which level suits your range depends on how likely consumers are to end up in the shop in the first place.

Level 3 takes up the two elements the Federal Court of Justice had before it, notice and business declaration, and in addition separates the declaration from the terms: in the test purchase case, both were in one sentence (BGH, I ZR 60/16, para. 4). Anyone who also approves accounts only after a check goes beyond both judgments: a consumer then does not get as far as the order button until someone has looked at their details. For product ranges that also interest private individuals, such as tools, office supplies, garden supplies or kitchen equipment, this level is the obvious choice. A dealer in hydraulic valves or laboratory chemicals, on the other hand, may manage with level 3 if hardly any private customer strays into the catalogue.

Shopware CE provides the basis. Each customer group can have its own registration form with its own URL. Anyone who registers through it is not assigned to the customer group straight away but stays in the sales channel's default customer group until someone in the admin accepts or declines the request (Shopware documentation). The option “registration form for companies” adds the fields company, department and VAT ID, but as optional entries (Shopware documentation).

An optional company field is exactly what the Hamm court objected to (OLG Hamm, 12 U 52/16, para. 51). For a shop for businesses only, the company field therefore becomes mandatory through a customised form and server-side validation. For each country, the settings can make the VAT ID a mandatory field and, for EU countries, enable a format check (Shopware documentation). The format check only says whether the number is structured correctly, not whether it has been issued and is valid. The general registration, which Shopware offers with or without a choice between a customer account and a business account (Shopware documentation), should no longer be reachable in a pure B2B shop. The form of the business customer group takes its place.

How registration, review and account status work together as a process is described in the article on onboarding business customers. Permissions within an approved business account follow the model of customer groups, roles and permissions. We build both in Shopware CE and, if you wish, connect the approval to the customer master data in the ERP via an integration, so that a business customer is not checked separately in two systems.

If the exclusion is built properly, the shop gains room to manoeuvre. Prices may be shown net first, because the Price Indication Ordinance applies only towards consumers (Section 1(1) PAngV). Customer-specific price lists and tiers can be shown after approval without anonymous visitors seeing them. How that looks in Shopware is described in the article on price lists and tier pricing. The ordering process can put order number, cost centre and purchase on account first, instead of having to bundle the mandatory consumer information directly before the order button (Section 312j(2) BGB).

The duties under Section 312i(1) BGB remain unless they have been waived by contract (Section 312i(2) BGB). An email confirmation of receipt and retrievable terms therefore usually belong in a pure B2B shop as well, and the contract terms must be retrievable and storable in any case. It is different for the withdrawal function under Section 356a(1) BGB: it is a duty towards consumers and lapses if the shop actually contracts only with businesses. If your customer portal already shows orders, documents and returns, the interface for business customers stays lean.