Is a letter of consent legally binding

Offer to conclude a contract (offer). Offer to close a deal In simple terms, about vendors and acceptances

Public offer is an offer to conclude a contractual relationship addressed to a wide range of people. About what relates public offer and what actions offer are not considered, will be discussed in this article.

Definition of an offer: how to put it in simple terms

The offer by Civil Code of the Russian Federation is defined as an offer to conclude a transaction addressed to one or more persons (individuals or legal entities). Depending on the type of contract proposed for conclusion, the offer can be normal or public.

What is it - a public offer -in simple terms? This is an offer to an unlimited and at the same time indefinite number of addressees. Anyone can accept such an offer. Form offers corresponds to the form of the transaction made, that is, it is possible both verbally and in writing.

In business practice offer often represents a draft contract that an interested person sends to a potential counterparty. Sometimes they say that this is an offer agreement... However, it can also be in the form of a business letter - in this case, the draft contract will be worked out by the parties after agreement on all points. An example of an offer In everyday life, for example, the owner of a summer house may approach a neighbor about selling surplus vegetables. Or a call to a friend with a suggestion to borrow an item for temporary use (stroller, sled, etc.).

Which legal requirements must be met? offer? We list the most important provisions on the offer of the Civil Code of the Russian Federation:

  • offer is of a certain nature and clearly expresses the intention of the provider (initiator of the contractual relationship) to conclude a deal;
  • sent to one or more topics at the same time;
  • means all the essential terms of the future agreement (that is, those without which this type of transaction cannot be carried out): for example, for a sales agreement, the condition for the sale of an object is essential, and for a contractual agreement - the terms of the work carried out and an indication the date of their completion;
  • offerReceived by the addressee cannot be revoked within the period specified for the reply (but in offer The admissibility of his revocation can be agreed.

When the subject received offerIf she is completely satisfied, he can accept it (e.g. sign the draft contract received, send a letter of consent to close a deal, actually start executing the contract). Silence is not the same as acceptance gC offersRF. The Code requires adoption to enter into a contract, but the opposite practice can be observed among entrepreneurs.

How do I prepare an offer?

A written proposal to complete a transaction is sent both at the initiative of the provider himself and at the request of the other party. It can be in the form:

  • a detailed draft contract, which also does not contain very important details;
  • a letter with the most important terms on which cooperation is possible;
  • message indicating only the material terms of the future transaction.

A business letter with a proposal to conclude a deal contains the following components:

  • header indicating the addressee's data;
  • outgoing number and date;
  • details of the letter to which the answer is given (if offer sent in response to a person's question about the possibility of cooperation);
  • title;
  • appeal (if the document is addressed to the head in person);
  • body offers (This part of the document sets out the conditions under which the author of the letter consents to the execution of the contract.)
  • the signature of the sender indicates the full name and position.

To the acquaintance sample offer posted on this page.

Sample offer letter to conclude contracts for the provision of services and supplies

Offer to conclude a service contract (form)

offer)

______________________________________________

(Company Name)

"" ___________ 20__ No. ____

After signing a service contract

We offer you to conclude a service contract

___________________________________________________________________

under the following conditions:

1) __________________________________________________________________;

2) __________________________________________________________________;

3) __________________________________________________________________.

We are waiting for your answer from "___" _______________ 20 __.

Don't you know your rights

Offer for the delivery of products (form)

______________________________________________

(Position of the recipient - who is intended? offer)

______________________________________________

(Company Name)

"" ___________ 20__ No. ____

to no. ________ from "" ___________ 20__

About the product delivery

Thank you for your inquiry from "" _________ 20__ and let you know that we can offer you _____________________________ in the amount of _______________.

(Product name)

Quality: _______________.

Packaging: _______________.

Price: _______________.

Delivery time: _______________.

Terms of payment: _______________.

This offer is valid until "" _________ 20__

With best regards, __________________________________________________________

(Position, signature and full name of recipient)

(Name of the organization, seal)

In which cases is a public offer used to conclude a contract?

A special version of this document is public offer... This term denotes an offer to conclude a deal that is directed to an indefinite range of subjects. The law gives the following signs public offer:

  • contains the essential terms of the expected transaction;
  • The text shows that anyone who applies can enter into a contractual relationship.

If the advertisement for the sale of goods, the provision of services expressly states that it affects only certain categories of citizens, then such a message public offer does not count.

It should be mentioned that public offer can be presented not only in writing or orally, but also in the form of certain acts. The display of goods in the trading floor, on showcases and counters, the placing of goods catalogs or their descriptions in a shop is therefore also regarded as a public offer to purchase these items in retail. The actions mentioned are offereven in cases where the seller has not indicated the price of the product offered.

As an example of a public offer to conclude a contract, you can name the information published on the website of an online store:

  • about the range;
  • product prices;
  • terms of payment and delivery terms;
  • Save guarantees and liability.

Sometimes such information directly reflects that it is them offer.

Why do advertisements use the brand "is not a public offer"?

The law usually states that advertising offer is not recognized. This is quite logical, since the purpose of advertising is to present goods and services in a favorable light and not to convey to consumers all the conditions for their purchase.

However, if the advertisement text contains all the essential provisions of the future contract, the advertisement will be considered offer... And if such an advertising offer is intended for all respondents, then it is public offer.

offer obliges the person who has managed to conclude a contract precisely on the terms set out in it. For example, if we talk about selling a refrigerator of a certain model at a price of 15,000 rubles, then it will no longer be possible to offer it for sale at a different price. As a result, advertisers are typically not interested in the ads they distribute having signs offers.

In this regard, the phrase " is notpublic offer"- In this way, advertisers expect to leave a retreat for themselves. In fact, the addition of this mark does not play a significant role, since the legislature does not even grant the right to advertise with the help of such a clause offerin advertising that is not.

And much more.

Now we have the already annoyed eyes and many aching words on the agenda "Offer"... you have probably met him at least in television commercials where it is often mentioned that this is not a public offer. They don't explain what an offer is in general and why it's so important to advertisers.

In fact, everything is pretty logical here (and we'll look at this as an example below). Unfortunately, this term belongs to the legal and financial realm, which means you don't have to wait for an explanation of what an offering is in simple terms from such an audience.

This is the reason why this little note appeared, in which I will not only try to explain the meaning of this word, but also to show by means of examples what a public offer is, what other options there are and why the term "offer agreement" denotes the Common sense contradicts something.

What is an offer and how does it differ from a contract?

The word itself comes from Offertus, which in translation can mean depending on the context - a suggested sentence, propose... An offer not in the sense of the language structure (a language unit), but in the sense of an "offer" (which you cannot refuse).

Well, we like words borrowed from other languages ​​(like volatility, coaching, etc.). You would write immediately - a suggestion, otherwise an offer, an offer ... Although the word is short, it is not at all clear on the fly. They are not saying that the groom made an offer to the bride. They say - a proposal. But I'm running ahead a bit.

So, offer is an offer... Yes, yes, just a written or oral proposal, it doesn't matter. For example, you (or you) suggest that your neighbors in a communal apartment set up a schedule for cleaning public areas. If you agree, you will enter into an oral agreement based on this offer, accept the initial terms described in the offer, or make your own changes.

Those. actually, this is a letter of intent... Under these and those conditions, you can receive an offer in the mail (for a loan, for the purchase of goods from a company, for the provision of services to you, etc.). In this declaration (offer) the conditions under which this (future) agreement is drawn up should be considered in more or less detail. All you have to do is accept or decline these terms.

You may even understand, based on the above, that the expression "Contract offer" doesn't sound entirely logical.

It's like preliminary contract (the threshold of the contract, invitation to cooperate), that is, a preliminary description of one of the parties (it is called the provider) of the terms under which this agreement can be made if the other party (it is called the acceptor) is satisfied with it . Those. Contract and offer are not identical legal structures.

In simple terms about the providers and acceptances

Well, now they have moved from simple to complex words, but nothing can be done, nobody has lifted the financial and legal class casuistry, and this is a word from their arsenal. Then let's give some definitions so that you understand what it is about when you meet them:

  1. providers - a person (natural or legal) making an offer. This could be a seller of goods or services or a potential customer of your services or a buyer of your goods.
  2. Acceptor - the person to whom the offer is addressed. Looking ahead, I will say that it could either be a specific person (or group of people) or absolutely anyone who saw this proposal. For example, you go to a store, look at the price tag for bread and automatically become an acceptor when you buy bread. The price tag is an offer, the seller (or shopkeeper) is the seller, and those who bought the goods are acceptors.
  3. - Acceptance of the offer on the terms on which it was offered (e.g. buying goods at the price indicated on the price tag is an acceptance). If the acceptor decides to change the terms, it is already a counter offer and not an acceptance.

It is noteworthy that acceptance may be considered in some offers of an offer not the real consent of the acceptor, but rather certain of his actions... Such actions in the language of casuistry are called conclusive, i.e. serve as a substitute or written consent.

On some websites, for example, an agreement on the terms and conditions of a public offer published there can be considered to be effective as soon as you download a program from it or check the right place. And it can simply be said that the further use of this website is in itself an agreement with the offer and the automatic conclusion of an agreement on the conditions described therein.

For me, for example, this happens on. In fact, all website visitors are my partners who agree to the terms of the given public offer that is warned about there.

In any event, the word "offer" means an offer to enter into an agreement (agreement to conduct a transaction) on certain terms. The acceptor of this proposal, who is satisfied with everything, can only answer it with acceptance. But only with full consent with all contents of this preliminary contract.

If something doesn't suit him, he already has to answer new (counter) offer with a proposal for adapted conditions. The silence of the acceptor in the general case (unless otherwise stated in the offer) should not be taken for acceptance (consent).

How can you understand that this is an offer?

A very important difference between an offer and something else (idle chatter, commercials on TV, etc.) is that it is included all "material terms" of the future agreement are describedsufficient so that the acceptor no longer has any questions and can make a decision (whether he agrees with this proposal or not).

  1. It should be clear who this proposal is addressed to (it may be targeted or addressed to a limited or even unlimited audience). For example, they called you from your bank and personally offered you the terms and conditions for obtaining a loan. Either you received an e-mail newsletter with an offer to all of the bank's customers to receive a loan on these terms. Or you went to the bank and read a leaflet with the terms and conditions for obtaining a loan. Or just went to the store and looked at the price tag.
  2. The terms of the transaction must be clearly described. For example, it will indicate the percentage that you were paid on the loan, its size and the conditions for obtaining it. Or the price of goods in the store is simply indicated, which is already enough to conclude a sales contract (by paying for it at the checkout).
  3. It should be clear that they want to enter into an agreement with you on the proposed terms, and not just spam or someone who signed the price with a marker under the shelf with the goods.

Why don't they want advertising to be confused with a public offering?

It is also important that providers Essentially, offer you an offer imposes obligations in compliance with the conditions described there (deadlines, price, delivery conditions, etc.). This is important because the acceptor relies on these terms and conditions and may suffer losses if he relies on the assurances of the provider. If so, he can go to court and win the case.

If the duration of the offer is not specified, this offer is assumed to be valid within a couple of months from the time of receipt by the acceptor.That is, if you've seen an advertisement on television stating the price of a product and describing other "essential conditions" (and not being told that "this is not a public offer"), you have two months to review one To make a decision, and if the conditions have changed during this time, you have the right to demand the fulfillment of the promise (pending filing a claim in court).

By now you probably understand why advertisers are adding this incomprehensible phrase (before reading this post, of course) as often as it is the offer is not a public offer... They simply leave room for themselves to maneuver prices and conditions, otherwise they can simply be sued or forced to meet the conditions described in the ad (and actually in the offer).

While advertisers don't like this very much and are trying to avoid it, they would not be eligible for unfair advertising law later. After recording an expensive video, it can be profitable to hide some information about a product or service to make the offer look more enticing. For example, the fact that this option is not available in all merchandise configurations, or the fact that a zero percent loan is not really that.

Public offer and its other varieties

There are several types of offers, the main ones of which can be presented as follows:

  1. Solid - This is when something is offered to you personally (or to a person). For example, take out a loan agreement, an insurance contract, or something else. Everything is as specific and targeted as possible. All you have to do is accept or decline it (e.g. just ignore this offer) within the specified period. In this case, the provider expressly undertakes not to change the conditions within the specified period of validity of this offer.
  2. Irrevocably - Here the provider can no longer secure, even if he wanted to. It can be concluded with one as well as with several people (e.g. the shareholders of a company who are obliged after a certain period of time). This option is also often used when liquidating failed companies.
  3. Free - In this case, the provider is not bound by guarantees that you necessarily conclude an agreement with him on the conditions described. This is due to the fact that this type of offer is often used for bulk mailing of cooperation offers to the target audience. However, if suddenly everyone agrees, there may not be enough goods or services for everyone. It is only an offer to discuss the business without obligation (to start negotiations) and special features. Often times, this type of offer is used to study the market for the effectiveness of certain marketing steps (promotions, bonuses, discounts, unique offers, etc.).
  4. Public offer - that's what we experience every day, but we just don't know. Such a proposal can be made in absolutely any way - in writing, orally, or in the form of a lawsuit. In a coffee shop you are offered to familiarize yourself with the menu and this is indeed a public offer. The same goes for the goods on the counter, Ikea's catalog thrown in your mailbox, etc. (even if the prices are not displayed).

In any case, an offer is an invitation to cooperate, which can result in the conclusion of an agreement (deal, agreement) in oral, written or other form.

In this case, the provider is usually responsible for the conditions specified therein. For example, if you pay at the checkout of a store and pay for the goods, you are entering into an agreement based on a public offer (price tag). If they try to sell you the goods at a higher price, this illegal act is punishable by law (you are literally right here).

Hope this post was helpful to you ...

I wish you success! See you soon on the blog site pages

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In a situation where one of the contracting parties refuses to conclude the main contract, you can submit a compulsory declaration to the court to conclude the contract (Article 445, paragraph 4 of the Civil Code of the Russian Federation). However, in order for the court to meet the requirements, a letter with a proposal for the conclusion of the main contract must be sent to the other party in good time. The absence of some elements in this document may result in the court not evaluating it as a proposal to conclude a contract and therefore refusing to meet the conditions for compulsion to conclude a contract. For this reason, the intricacies of the content and wording of this document are of particular concern to practicing attorneys.

Checkpoints at the cash register

1. The proposal to conclude a contract must be submitted before the deadline set for the conclusion of the main contract. As a rule, the parties set this deadline independently in the text of the preliminary agreement. If the term is not specified in the agreement, it is recognized that it corresponds to one year from the date of the preliminary agreement (Article 429, paragraph 4 of the Civil Code of the Russian Federation). If a company interested in the conclusion of the main contract does not submit a proposal before the expiry of such a period, the obligations of the parties under the preliminary contract will expire (Article 429, paragraph 6 of the Civil Code of the Russian Federation). Thus, the offer to conclude a contract is no longer binding for the other party. This means that a company that refuses to sign a contract cannot be forced to close it.

2. The offer must contain a concrete proposal for the conclusion of the main contract, therefore the double interpretation of the letter must be excluded. In one of the cases, the court ruled that the plaintiff's claims for compulsion to enter into a contract were unsatisfactory as the defendant only reminded the plaintiff of the expiry of the time limit due to the literal meaning of the words and expressions in the letter , in which the parties had to act. Conclusion of the main agreement (order of the Federal Arbitration Court of the Moscow District of July 6, 2009 in Case No. A40-57031 / 07-89-416). Otherwise, the court may consider the letter vague and not qualify it as an offer (decisions of the Federal Arbitration Court of the Moscow District dated 06/02/2010 in Case A41-20618 / 09, the 9th Court of Appeal dated 19/10/10 in Case A40-31192 / 10-91-204). It is better to use more precise and unambiguous formulations, e.g. B. "We propose to conclude the main contract" or "We send a draft of the main contract for signature".

3. Any offer, including an offer with a proposal to conclude a basic contract after a preliminary offer, must contain all essential conditions (Article 435, paragraph 1 of the Civil Code of the Russian Federation). If the text of the letter does not contain essential conditions, it will not be considered an offer, which means that the court has the right to disregard claims because the parties have not followed the procedure to settle the dispute (decision of the Federal Arbitration Court of Ural District of 08.24.10 in Case No. A50- 42453/2009).

4. In some cases, it may not be sufficient to indicate essential conditions in the text of the letter and the proposal must also be accompanied by a draft contract. For example, if an agreement can be concluded only by drawing up a document signed by the parties (especially when renting a building or structure (Article 651, paragraph 1 of the Civil Code of the Russian Federation)). In one case, send a telegram with a proposal to enter into a contract of sale real estate.The court did not consider this a proposal to conclude an agreement, indicating that the parties' obligations had ceased as neither party instructed the draft contract within the prescribed time limit the other party submitted (Order of the Federal Arbitration Court of the Moscow District of April 26, 2010 in Case A41-22880 / 09). ...

What else should you watch out for?

The first moment. It is important not only to send the offer in a timely manner, but also to receive it from the other party within the deadline set for the conclusion of the main contract (decision of the Seventh Arbitral Tribunal dated 06/03/09 in case no. Since the offer binds the party who sent it from the moment of receipt by the addressee, the non-receipt (early receipt) of the offer means the termination of the obligations under the preliminary agreement (Article 435, paragraph 2 of the Civil Code of the Russian Federation, judgment of the Federal Arbitration Court of the Northwest District of June 17, 2005 in Case No. A56-28245/04). Therefore, the courts find out exactly when the party evading the contract received the offer. In addition, the plaintiff, ie the company that is interested in the conclusion of the contract, must prove that it has received the offer (decision of the Tenth Court of Arbitration dated March 5, 2007 in Case No. A41-K1-22718 / 06).

The method of dispatch is also important: the court must be able to prove that the letter was sent and received by the addressee. For this reason, a telephone message with a proposal to conclude an agreement was not accepted as evidence in one of the cases (decision of the Federal Arbitration Court of the Urals District of February 10, 2009 in Case No. A50-7112 / 2008). It is better to deliver the letter personally (by courier) to the representative of the other party or to send it in advance by post.

When sending a letter by courier, it is necessary that the other party marks the receipt of the letter on the second copy that is kept by the provider.

If you are sending a letter by post, it is recommended that you select the option of a valuable letter with a list of attachments and a return receipt. The inventory is required to confirm that the proposal to conclude an agreement (or a draft contract with a cover letter) has been sent and no other correspondence. A delivery note allows you to set the date of receipt of the letter by the other party.This is why the court may consider a receipt for registered mail as insufficient evidence: you cannot find out what correspondence was sent and whether the other party received the letter (Order of the Federal Arbitration Court of the East Siberian District of March 18, 2010 in Case No. A78-3886 / 2009)).

Second point. The company with whom a preliminary agreement was concluded after receiving the offer must send a declaration of acceptance (refusal of acceptance) or a record of disagreement with the draft contract (Article 445, paragraph 1 of the Civil Code of the Russian Federation) within 30 days of receipt of the offer Federation). The party who sent the offer and, under other conditions, received notification of its acceptance (record of the disagreements with the draft contract) has the right to withdraw any disagreement that has arisen after the conclusion of the agreement within thirty days of receipt of this notification or after the expiry of the To transfer the acceptance period to the court for examination (item 1 of Article 445 of the Civil Code of the Russian Federation, decision of the 9th Arbitral Tribunal dated August 3, 2010 in Case No. A40-157625 / 09-157-1144).

Very often one hears the words "is not a public offer" or "accepts a public offer" in advertisements on television or on the Internet. Usually there is no clear understanding of the legal nature of the offer and it is not entirely clear what it means to "accept the offer".

In Russian civil law this is defined as follows: A proposal sent to a person or group of people. In addition, such an offer includes some of the original terms of the contract, and if a citizen accepts the offer, it will be deemed to have made such an agreement.

In simple terms, an offer is an offer of certain conditions by the seller to the buyer (product or service), which is sent in writing or orally. If the buyer buys the goods, he accepts the offer and with it all the terms of this agreement.

Hence, it is a transaction that involves two parties:

  • the provider is the seller himself, represented by a company, an enterprise and another legal person as well as an individual entrepreneur or an individual.
  • the addressee is the buyer, also known as the acceptor (English accept - accept); The addressee can also be any party - both an individual and a company.

The buyer's consent to the terms of the offer is known as acceptance - this is what he gives to the seller by purchasing a product or service. The acceptance takes place in writing or verbally (e.g. by telephone).

It turns out that an offer is not a contract, but an offer to conclude it under certain conditions... If the addressee accepts the offer, this means that they agree to these conditions. In this case, each party has its own advantages:

  1. The seller receives a guarantee that the buyer has accepted the offer by agreeing to the terms of the contract beforehand.
  2. The buyer receives the guarantee that the seller can no longer change the terms of his offer during the entire offer period: price, promotion conditions, quantity of goods, etc., even if this becomes unprofitable for him. That is why sellers are very often reinsured and explain: “Offer is not public offer ”, which removes any obligations.

There are several types of offers, the classification of which depends on the number of people to whom the offer is addressed. However, all offers have several things in common:

  • such an offer always reflects the parties' intention to enter into an agreement.
  • any material terms of the agreement that the parties intend to enter into in the future;
  • description of the subject of the transaction: names of goods and / or services, their description, price;
  • an important characteristic of any type of offer is the presence of a certain period of time given to the buyer for the final decision (during this period the seller does not have the right to withdraw the offer of the goods).
  • an offer is always targeted - it is aimed at a specific group of individuals or legal entities.

Offer and contract

All of the above terms allow you to see many similarities between the offer and any agreement made during the transaction. Hence, they often say "Offer Agreement" or "Public Offer Agreement", which is not entirely correct. The reason is that an offer is an offer to conclude an agreement on certain conditions and for a certain period of time; and every contract is an agreement that the parties are currently signing.

NOTE. Often times, when buying an expensive product (e.g. home appliances, phones, cars, etc.), the buyer signs multiple documents without looking at them. Some of them may contain the word "offer". You must understand this to mean that the citizen has already agreed to the terms of the future agreement when it was signed. You should therefore carefully examine what exactly you are signing.

Examples of offers from everyday life

Any 2 citizens, companies, public associations can send and accept an offer - d. H. Both natural and legal persons.

Offer in store

If you think about it, every citizen is presented with an offer several times a day.By entering the store and purchasing a product, you are giving the seller advance notice of your acceptance of the terms of the sales contract that is to be concluded between you. Legally speaking, this consent is expressed in the fact that you buy goods of the specified quality, the specified weight and the specified volume at a certain price.

If at the checkout it is found that the price on the check does not match the price indicated on the price tag, the buyer has the right to request that the goods be sold to him exactly as indicated on the price tag. Otherwise the seller violates his offer.

The price tag is a guarantee that all information provided about the product is correct. Ideally, the back should have the seal of the deal and the signature of the person in charge, as the price tag is not just paper but a full legal document.

Offer in special offers and product catalogs

Another example is catalogs of products and advertisements that contain a disclaimer that the specified promotion is related to an offer. There may also be a special disclaimer stating that the promotional offer does not apply to the offer. There are also cases where it is commented that the offer is only relevant if the product is available. In this way, sellers insure themselves against undesirable consequences.

Loan agreement with the bank

Finally, another popular option is one that the bank often makes to its customers. When a citizen applies for a loan, they are first offered to sign an application to consider the relevant application. And it is said that in the event of a positive decision by the bank, the customer already accepts (agrees) the terms of the loan agreement in advance.

Offer variants

The best known type of offer is public. However, there are also a few other, less common types:

  • solid;
  • irrevocable;
  • free.

The types of offers differ in who they are addressed to, as well as in the features of their practical implementation.

Public offer

The title of this proposal explains its essence: it is an offer addressed to a large, basically unlimited group of people. For example, a store offers everyone to buy a product at a certain price - regardless of age, citizenship, etc.

A public offer is characterized by several characteristics:

  • most of the time the offer is formulated orally and the buyer does not have to sign any additional documents to accept the offer: for example, the buyer simply pays for the goods and receives a check in return;
  • every person is a buyer;
  • public offering is the most common form of advertising on the Internet, on television, in catalogs and in retail stores.
  1. As an offer - i.e. with a guarantee of the proposed conditions up to a certain date.
  2. No offer - without guarantee (classic promotion).

Fixed offer

Such an offer is made by a seller (private person or legal person) to a buyer. Those. The group of people is clearly defined and consists of an addressee who can also be a natural or legal person. This type of agreement is called firm because a number of specific conditions are met:

  • the offer specifies a particular product or service;
  • the period of validity of the offer is always negotiated in advance.
  • if the buyer agrees, the transaction is considered automatically completed - d. H. The sales contract is no longer signed.

Irrevocable offer

In many cases, the seller can withdraw his offer if the buyer has not accepted it. Those. Before making a purchase, the seller can change the terms of his offer. However, in some cases, the document immediately contains an indication that such an opportunity will not be offered and the offer is irrevocable.

In most cases, an irrevocable offer is implemented through the interaction of company and company sole proprietorships ... For example, if a company goes out of business due to bankruptcy, its founders send trading partners an offer to buy the company. Such an offer is valid indefinitely - until the company is bought.

Free offer

Such an offer is very common when a company enters a new market (or a new region of presence). In order to study the possible demand from consumers, the company sends an offer to specific addressees. Any of them can buy a product or service, and the seller has an obligation to keep his promise. The seller assesses the market opportunities based on the number of responses.

In contrast to a public offer, a free offer is aimed at specific companies or individuals and not at an unlimited group of buyers.

How do I make an offer?

A written offer is essentially a commercial offer from a seller to a potential buyer. However, an offer has the legal force of a contract when the buyer signs it. When drafting such an agreement, it is always pointed out that it is an offer. It is also important to provide contact details and other necessary information:

  1. Comprehensive, reliable information about the product or service being sold (name, properties, quantity, cost, etc.).
  2. Ways to close a deal (signing a contract).
  3. Methods of transferring funds for a purchase, specifying the relevant contacts and details of the seller (cash, non-cash).
  4. Responsibility for possible violations of the offer.

The form can be created independently as there is no uniform form.

Acceptance of the offer (acceptance).

The party making the offer is called the provider. The host is an acceptor.

Chapter 28 Articles 402-413.

Article 402. Basic provisions for entering into an agreement

1. A contract is deemed to have been concluded when the parties have reached an agreement on all essential contractual conditions in the form required in the relevant cases.

Essential are the terms and conditions of the subject matter of the contract, the terms and conditions that are specified in the legislation as essential, necessary or binding for contracts of this type, as well as all the conditions on which an agreement must be reached at the request of one of the parties.

2. The contract is concluded by one of the parties sending an offer (proposal to conclude a contract) and the other party accepting it (acceptance of the proposal).

Article 403. Time of the conclusion of the contract

1. The contract is recognized as concluded at the time it is received by the person who sent the offer.

2. If the transfer of ownership is also necessary for the conclusion of a contract according to the legal provisions, the contract is deemed to have been concluded from the time of transfer of the property concerned (Article 225).

3. The subject of the contract, state registration, is deemed to be complete from the time of its registration and, if applicable, as notarized and registered - from the time of registration of the contract, unless otherwise stipulated in the legal acts.

4. An agreement on an exchange is deemed to have been concluded from the point in time stipulated by the legal provisions governing the activities of such an exchange or by the rules applicable to the exchange.

Article 404. Form of contract

1. An agreement may be entered into in any form intended for the conclusion of transactions, unless a specific form has been established for such agreements by this Code and other legal acts.

If the law does not prescribe a notarial form for this type of contract, but the parties have agreed to conclude it in this form, the contract will be deemed to have been concluded from the moment it is given a notarial form.



If the legislation does not require a written (simple or notarized) form for this type of contract, but the parties have agreed to conclude it in simple written form, the contract is deemed to have been concluded from the moment it is received in simple written form .

(2) A written agreement can be concluded by drawing up a document signed by the parties and by exchanging documents by post, telegraph, telex, electronic or other communication in order to reliably prove that the document originates from a contracting party.

3. The written form of the contract is deemed to have been complied with if the written proposal to conclude the contract in accordance with Article 408, Paragraph 3 of this Code is accepted.

Article 405. Offer

1. An offer is an offer addressed to one or more specific people. It is sufficiently clear and expresses the intention of the person who made the offer to consider themselves a closed agreement with the addressee who will accept the offer.

The offer must contain the essential contractual conditions.

2. The offer binds the person who sent it from the time it is received by the addressee. If the declaration of revocation of the offer is received earlier or at the same time as the offer itself, it is deemed not to have been received.

Article 406. Irrevocability of an offer

The offer received by the addressee cannot be withdrawn within the deadline set for its acceptance, unless the offer itself states something else or results from the nature of the offer or the environment in which it was made.

Article 407. Invitation to submit offers

2. A public offer is an offer that contains all of the essential contractual terms and conditions which indicate that the will of the person making the offer will enter into an agreement with everyone who replies on the terms and conditions set out in the offer.

Article 408. Adoption

1. Acceptance is the response from the person to whom the offer is addressed in order to accept it.

The acceptance must be complete and unconditional.

2. Silence is not an assumption unless otherwise stated in the laws or agreements of the parties.

3. The fulfillment of the measures for the fulfillment of the contractual conditions stipulated therein (dispatch of goods, provision of services, execution of work, payment of the corresponding amount, etc.) by the person who received the offer within the period set for its acceptance applies as acceptance, unless otherwise stipulated by legislation or not specified in the offer.

Article 409. Withdrawal of acceptance

If the notification of the revocation of the acceptance has been received by the person who sent the offer earlier or at the same time as the acceptance, the acceptance is deemed not to have been received.

Article 410. Conclusion of an agreement on the basis of an offer with an acceptance period

If the offer period is specified in the offer, the contract is considered concluded when the acceptance is received by the person who sent the offer within the period specified therein.

Article 411. Conclusion of a contract on the basis of an offer which does not contain a deadline for acceptance

1. If the deadline for acceptance is not specified in the written offer, the agreement is deemed to have been concluded if the acceptance is received by the person who sent the offer before the expiry of the statutory deadline, and if such a deadline is not within the normally the deadline required for this is set.

2. If an offer is made verbally without giving a deadline for acceptance, the contract is deemed to have been concluded if the other party declares its acceptance immediately.