Numerology 

Offer. Public offer. Concept and examples. Offer - what is it and how does it differ from a contract?

An offer is an offer to conclude an agreement for the supply of goods or the provision of certain services. The offer is made in writing. It may be sent to one or more persons. The offer must set out the conditions for the supply of goods or the provision of services, as well as deadlines and other information that can attract the attention of the buyer.

An offer usually precedes a contract if required by law. In other cases, the offer itself can serve as a contract. The recipient of the offer may agree to the proposal, then the consent is formalized in writing.

He may, upon accepting an offer, send a counter-offer to the supplier, i.e. his proposals for delivery, terms and conditions. In this case, the parties either agree on the terms or refuse to complete the transaction.

In addition, the buyer can simply remain silent after receiving an offer. This means that the potential buyer is not interested in the transaction and after the time established by law, the supplier can send its proposals (offer) to another possible buyer.

The offer is called firm if it is directed to one specific person. The offer is called free when it is directed to several persons.

There is also such a form of offer as a public offer.

Public offer - what is it?

A public offer is considered to be an offer for the supply, sale or provision of certain services sent to persons, the number of whom is not determined or specified.

That is, the buyer in in this case can be any person who responds to the offer. An example of a public offer is an advertisement that contains the supplier’s conditions, delivery dates, prices and an offer to conclude an agreement in one form or another.

Sometimes the seller specifically states in his advertisement that it cannot be considered a public offer. This means that there are additional conditions that the seller will set out when concluding a contract or discussing a transaction. The seller also reserves the opportunity to change the terms of the transaction if compliance with them turns out to be unprofitable for him.

Example

As an example of a public offer, we will give an offer from an online store. Actually, it does not differ in anything special from generally accepted contracts for the sale and supply of certain goods.

The difference is that the seller directly indicates in the introductory part that this agreement is both a contract and an offer, and also that it is addressed to any persons: both individuals and legal entities, without a specific indication of who exactly.

This is followed by standard chapters and paragraphs talking about the conditions and terms of delivery, prices, responsibilities of the parties, force majeure, special conditions, etc. If the buyer places an order, this means that he agrees with the terms of the offer.

Are prices a public offer?

This question comes up very often. Let's try to answer it. Prices for certain goods are one of the conditions of the offer agreement. On our own prices are not a public offer. The cost of goods indicated on price tags in stores retail or in online stores are only advertising, an invitation to a transaction or an agreement.

Public offer on the website

Public offer, posted on this or that website, is nothing more than an offer to conclude an agreement, for example, for the supply or performance of certain actions either by the person who published the offer, or by joint actions.

Such agreements include transactions agreements purchase and sale, and for holding joint events. Consent with the proposed offer can be expressed by registering on the website of the person who proposed the offer or by ordering a particular product.

Violation of a public offer

Both the person who offered his offer and the person who accepted it enter into certain contractual relations. These relationships can be either formalized by an agreement or remain sealed by an offer.

If either party violates its contractual obligations, liability arises within the framework of the Civil Code of the Russian Federation. Unless, of course, there is intent to commit a crime in the actions of the party that violated the contract.

Discussion (7)

    Indeed, we often meet with an offer in everyday life. In newspapers, magazines, and other advertisements that publicly inform an indefinite circle of individuals and legal entities about the conditions for the sale of certain products, the issuance of loans under certain conditions, the procedure and sequence of concluding contracts. As a rule, the terms of the offer are mandatory for persons who publicly announced the offer.

    Most scammers who create bait sites today rely specifically on the provisions of a public offer. At the same time, the person subscribing to the newsletter and subsequent purchase is usually not warned that he is entering into a contract.

    Offer for ordinary person the word is not familiar, but everyone participates in it sooner or later. One of the types of offers is irrevocable, in which it obliges the offeror to enter into an agreement on the specified conditions without the possibility of refusal with all responding counterparties without exception. Therefore, such offers are not public and are applied to a limited number of people.

    From the article “Prices themselves are not a public offer.”
    But here I disagree, if you go to retail store, then by law, in essence, price tags are a “public offer”, since they oblige the sale of goods on these terms. And the law directly states what will happen to the seller who refuses to fulfill this “public offer”. But this topic can be debated for a long time.

    An offer is not a clear word for an ordinary person, but nevertheless, every person sooner or later participates in such a transaction. For example, who has not received letters from banks with attachments credit card? Probably a good half of the population. This is an offer; the letter specifies the calculation procedure, the interest rate and other necessary terms of the agreement between the bank and the potential creditee. And counterfeit is generally an interesting thing. In 2013, the man changed the terms of the loan so much that the bank owed him a large amount. Since then, banks have somehow calmed down and are increasingly trying to communicate personally with clients.

    There was a funny situation in our organization regarding counterfeits. As part of attempts to conclude an agreement for the rental of special equipment, counteroffers were exchanged with the potential contractor for almost a month; in total, the document was edited six times before acceptance occurred. In the end, of course, the contract was concluded.
    But seriously, another type of offer is not discussed here. The so-called irrevocable offer, which obliges the offeror to conclude an agreement on the specified conditions with all, without exception, responding counterparties without the possibility of refusal. Therefore, such offers are not public and are used mainly in the area of ​​offers for the repurchase or full redemption of shares/bonds of an enterprise (for a limited number of persons). There is even a special type of offer bond. In this case, it is used for non-market regulation of the level of profitability of a security.
    In general, any offer is a kind of touchstone, a pioneer of the contractual process, which allows monitoring of the target group without imposing special obligations on the offeror (unless, of course, it is an irrevocable document), the popularity of which is growing.

In world practice business relations The concept of an offer agreement has long been used. But for most of us, the offer remains an unknown term. To understand the differences, advantages and disadvantages of it over a regular contract, it is enough to carefully analyze their distinctive features.

"Offer"- this is such special kind agreement. It is understood as a specific offer from a company or organization that provides any services or offers products. The offer is officially published in open sources. The main purpose of such a document is to provide potential partners with all necessary information about the conditions under which future cooperation will take place.

The term “acceptance” is usually used together with the term “offer”. Acceptance is the consent of the other party to the terms of the offer. In some cases, prescribed in the current legislation of Ukraine, the company’s refusal of the terms of the offer can also be considered acceptance. But this practice is not particularly common in our country.

As a rule, an offer agreement contains only those provisions that relate to the responsibilities of the company that drafted it. Here are the main points of the standard offer agreement published by the trading organization:

  • Name of the product or service offered;
  • The cost of goods or services offered by the company;
  • Characteristics of goods or services;
  • Conditions of transportation and delivery of goods to the buyer;
  • Insurance of goods or services;
  • Opportunity maintenance goods;
  • Warranty obligations;
  • Special conditions that may affect the provision of services or the sale of goods.

What are the types of offers?

Potential clients of a company that has published an offer agreement can accept it, reject the agreement, or simply ignore it. One way or another, after the publication of the offer, the company that compiled it is subject to certain obligations specified in the offer.

It comes in several types:

  • Public;
  • Closed;
  • Solid.

A public offer means a document target audience which includes all companies that may be interested in the offer. Such paper must contain a description and characteristics of the goods or services offered, as well as the basic terms of delivery of the products.

An example of a public offer is a catalog of goods or services in any online store. It contains information about the product and its characteristics, cost, delivery conditions, and so on. It is necessary to distinguish an offer from a regular advertising campaign, the information of which is provided in a compressed form and does not disclose all aspects of the transaction.

Main points

A public offer is the most common type of document. It must clearly indicate the following conditions:

  • The company that made the offer agrees to enter into an agreement with any organization that responds;
  • Such an offer must contain all the main points and conditions of the contract;
  • The public offer itself makes it clear that the company intends to enter into an agreement with a potential client.

A closed offer means an offer agreement document addressed to a certain category of companies or a circle of interested parties. The reason for such a document is usually confidentiality. An example would be an invoice payment agreement.

A firm offer is addressed to a specific company. This document clearly states the cost of goods or services, as well as the deadlines for fulfilling obligations. Regardless of the type of offer, most often it contains the responsibilities of the company that compiled this document. Whereas in a regular contract the rights and obligations of both parties are spelled out approximately equally.

Differences between an offer and a contract

To understand the differences between an offer and a contract, you need to highlight their differences. So, first of all, it should be emphasized that the offer is drawn up by one company. Whereas the agreement in most cases is drawn up and signed by the two parties involved in the transaction. In principle, an offer is not very different from a regular contract, except that it is drawn up unilaterally and imposes certain obligations on one of the parties.

To summarize, let us highlight the common and distinctive aspects of the offer and the contract. The only thing that unites these two concepts is that an offer is, in one way or another, a type of contract. The offer agreement is published and drawn up by one of the parties to the transaction. The second participant is the organization that agrees to these conditions. It also contains mainly the obligations (not even the rights) of the party that published it. Whereas the contract is drawn up and signed taking into account the wishes of all parties to the transaction.

Offer – a proposal addressed to a certain or indefinite number of persons, containing all essential conditions proposed transaction and clearly expressing the intention of the initiator to conclude an agreement with the addressee. Such a capacious definition of this term is not easy to understand, so we will look at what an offer is in simple words, what are its types, why is it incorrect to say “offer agreement” and, finally, what does the phrase “is not a public offer” mean, which can often be found on advertising of goods and services, modestly hidden somewhere in the lower corner of an advertising poster?

Offer. What is this in simple words? Real life example

The ancestor of the word “offer” is the Latin “offero”, which means “I offer”. At first this word migrated to French, transforming it into “offrir” - “to offer a price, to transfer.” The Russians borrowed this term in the 19th century from the French and gave it the meaning of “offer to conclude a deal.”

In simple terms, an offer is an appeal from a supplier (contractor, seller), sent in writing or orally to a specific person or group of persons with an offer to purchase goods or services. Moreover, the one who approaches you with such an offer (he is called the offeror) undertakes to conclude an agreement subject to the consent of the addressee, even verbal. The addressee (to whom the proposal is sent) is also called an acceptor, and his consent is called acceptance.

An offer, for example, would be business letter(commercial offer) from one legal entity or individual entrepreneur to another with an offer to buy a batch of goods in such and such a quantity, at such and such a price, with delivery at such and such a time and terms of payment (immediately or with). Acceptance will be a counter letter accepting this offer or phone call with consent to formalize the transaction (in the form of an agreement).

An even simpler example is the proposal you made to your neighbor in the vestibule to buy light bulbs one by one after they burned out. If the neighbor agrees (he accepted your proposal), then your offer was successfully completed by an oral or written agreement (contract) that arose between you.

Real example from life can be seen below.

Pay attention! The acceptor's silence is not recognized as his automatic consent to accept the offer, unless other conditions are specified in the text of such an offer (Article 438 of the Civil Code of the Russian Federation).

Any offer has its own validity period - the time that is given to the acceptor to make a decision and give a response.

The offer must satisfy the following principles:

  • targeting, i.e. targeting a specific circle of people;
  • materiality – the mandatory content in the text of the document of the essential conditions on which the transaction will be concluded. In our example, the essential conditions are unambiguous information about the cost of the product, its quantity, conditions and delivery time;
  • certainty – it must clearly follow from the text of the appeal that the offeror intends to conclude an agreement on the proposed terms.

During the period allotted to the addressee to make a decision, the offer cannot be withdrawn (Article 436 of the Civil Code of the Russian Federation). But if the possibility of early withdrawal is spelled out in the text of the proposal itself, then premature withdrawal will be possible.

“Offer Agreement”. Is it correct to say this?

Sometimes in the business environment you can hear the phrase “offer agreement”. It is important to know that an offer in itself is not considered a contract. This is just a prelude to it, a preliminary invitation to cooperate - nothing more. The contract itself is concluded later, but on the conditions that were specified in the offer.

The official interpretation of the term, as well as the main nuances of its application in practice, are spelled out in the civil legislation of the Russian Federation (Article 435 of the Civil Code of the Russian Federation) and are regulated by it.

Samples for review and download

You can view and download a sample offer (a ready-made form to fill out) below.

Types of offer

There are 4 main types of offer:

1. Free - the offer is sent to several persons who are consumers of a certain group of goods. Such an offer is always aimed not at sales, but at studying demand in a certain market segment. An example would be a newsletter from an Internet provider to its customers with information about new additional services and tariff plans.

2. Public – for a wide range of people (but more on that a little later).

3. Solid. Here the offer is aimed at a specific citizen who has every chance of becoming a client of the seller-offerer. An example is sending information to depositors about preferential lending programs for existing bank clients.

4. Irrevocable. Aimed at anyone who wishes to enter into an agreement. At the same time, the offeror cannot cancel the offer he made, i.e., withdraw it. This type of offer is most common in the area of ​​securities trading. Example: large company, which issued the shares, offered to buy these securities from their shareholders.

The form of the offer can be oral or written.

Public offer

What is a public offer? This is a proposal to conclude an agreement, which is addressed to an indefinite number of persons. Moreover, the number of such recipients is also unknown in advance.

The simplest example of this type of offer is an ordinary price tag in any store. The store, represented by its director and sellers, offers you to buy the product for the price indicated in the price tag, and cannot refuse you if you have agreed to purchase this product. You say that you want to buy it and give the cashier money, i.e. you make an acceptance (accept the offer), and at the same time become an acceptor.

An important condition of a public offer is that anyone can take advantage of the offer.

The word “public” itself says a lot. For example, that such offers are distributed, as a rule, through sources with a wide range of users - the media, Internet resources, printed publications etc.

A public offer can be expressed not only orally or in writing, but also in specific actions of the seller. This includes displaying goods in store windows, distributing catalogs, various demonstrations and tastings, and even restaurant menus. All these actions will be considered an offer even if the merchant does not indicate the price of the goods.

Another example of a public offer can be information posted on the web page of an online store:

  • range of goods;
  • their cost;
  • terms of delivery and payment;
  • seller's guarantees.

BUT if the disseminated information states that special offer can only be used by a certain segment of the population or the same online store does not indicate the delivery procedure or the range of its guarantees, then such an offer will not be considered a public offer. This is just a call for cooperation and nothing more. Thus, a public offer is only if the offer of goods or services contains essential conditions! (Article 437 of the Civil Code of the Russian Federation)

The phrase “is not a public offer” – what does it mean?

Strictly speaking, advertising, unless it contains specific conditions for the sale of a product or service, is not recognized as an offer. This is understandable, because main goal any advertising - to present your product profitably and thereby outshine your competitors. Therefore, sometimes (or rather, often) advertising brochures are silent about the true terms of the transaction. For example, “famous” loans at 0%, which, in fact, in most cases are not like that (Why? Read).

In some brochures and banners you can find the phrase “prices are not a public offer.” What does it mean? It's simple - the seller simply leaves himself the opportunity to retreat. It is unprofitable for any advertiser to have his advertisement classified as an offer, because in this case he is obliged to sell the product exclusively at the stated cost and with the stated characteristics. Therefore, the advertisement clearly states that this offer is not a public offer or makes reservations. For example, in a car advertisement it may be stated that this offer is only available in a certain configuration.

As a rule, advertising is an invitation to an offer, but again we add that if it contains essential conditions, it is a public offer, i.e. the seller advertising the product is obliged to sell it exactly on the terms specified in the advertisement. Otherwise, he will have problems with the law; in other words, he can be sued for false advertising. By the way, according to Art. 11 Federal Law“On Advertising”, if an advertisement is recognized as an offer in accordance with the Civil Code of the Russian Federation, then such an offer is valid for two months from the date of distribution of the advertisement, provided that a different period is not specified in it.

Thus, an offer is an invitation to cooperate, which entails the conclusion of a corresponding contract or agreement. How this agreement is concluded - verbally or in writing - does not matter. And if at the store checkout they try to sell you a product at a cost exceeding the price tag, know that this is a violation of the public offer agreement and is punishable by law.

Beginning businessmen, and especially those who are professional activity face foreign trade activities, you are probably familiar with the term “offer”. But due to lack of information, they may misunderstand its meaning.

Let's turn to precise definitions concepts, and also find out the details and nuances of this type of agreements from the point of view of the legislation of the Russian Federation and international law. The article will describe the main features of the offer and indicate those points that are worth further studying using regulations.

So, the reference books for beginning businessmen should be the 1980 UN Vienna Convention and the Civil Code.

Differences in the legislation of the countries of the two counterparties do not allow the use of domestic rules for drawing up contracts. Therefore, countries that have signed the Vienna Convention use its articles as the legal basis for contractual relations in foreign trade activities.

Since the USSR was among the signatories, the Russian Federation, as the legal successor of the Union, can also use this legal act to regulate contractual relations with foreign counterparties.

What is an offer

The concept of an offer includes an offer that the seller makes to a person or a limited circle of possible counterparties regarding the conclusion of a transaction or the signing of a cooperation agreement.

What conditions should the offer contain?

The main feature of the offer is the signs of the contract contained in it. So, by accepting the offer, the recipient agrees to cooperate with the seller precisely on the terms of this offer.

The main features of the agreement are specificity and certainty of intentions set out in the paragraphs:

  • Subject of the agreement
  • Product cost,
  • Due date,
  • Rights of the Parties
  • Fines, etc.

It is important to immediately determine which regulations will govern the relations of the parties to the contract.
After all, the Vienna Conventions have a number of nuances that can be interpreted differently in the Civil Code of the Russian Federation.

A question of definition legal relations also applies to the recognition of the moment of conclusion of the contract:

  • According to the laws of the Russian Federation– this is the moment of receiving acceptance from the counterparty;
  • According to Anglo-American law– after sending confirmation of acceptance to the acceptors.

It is a generally accepted principle, unless otherwise stated in the offer, that silence is not a sign of acceptance.

Types of offers

IN international law There is a classification of offers by type.

  • Public. An agreement that is distributed among a certain circle of people, or among an unlimited number of them, for example - a public offer for the provision of television and Internet services or an offer for lending.
    Anyone who has access to a public offer, for example, on a lending website, can, after reading the offer, accept the agreement online and receive credit funds to their account.
    If to accept an offer it is necessary to perform some action - for example, submit an application, then the person who performed this action has the right to demand that the person who sent the offer fulfill the obligations specified in it.
  • Free. In world practice, there is the concept of a free offer, and this is considered a document that is issued to several buyers for consideration.
    The validity period of such an offer does not have clear time limits and does not bind the offeror with obligations. The number of such documents is designed for a certain circle of people.
    A free offer invites you to respond for further negotiations.
  • Hard. The letter of offer contains all the significant clauses of the contract and is sent to a specific buyer, usually only one. It indicates the timing of the sale, as well as the time for the buyer to accept the agreement.
    If in specified deadlines the buyer did not give an answer or refused to enter into a contract, then the goods can be offered to a new client under the same conditions.
  • Irrevocable. Provides that the offeror cannot cancel an offer made unless by sending notice of cancellation along with the offer.
    An example of an BO (irrevocable offer) is an offer from companies that issue shares or other securities to their shareholders.

In the Russian Federation, offers are regulated by the Civil Code, and in global law – by the UN Vienna Conventions.

Offer or commercial proposal

The concepts of offer and commercial proposal are often confused, but, in fact, not all commercial proposals are offers. Only if the commercial document indicates that it is an offer, then the recipient who accepts it automatically becomes a party to the contract.

An additional difference between a commercial proposal (commercial proposal) and an offer may be its free form of presentation, the absence of significant signs of a contract, etc.

Prices in commercial offer may also become irrelevant at the time of conclusion of the contract, therefore, in order not to be obliged to supply the goods even at a loss, the commercial proposal must indicate that “this proposal is not an offer.”

The Civil Code of the Russian Federation quite aptly indicates the main distinctive feature offers (Article 435) “... the intention of the person... to consider himself to have entered into an agreement with the addressee.” That is, if you are ready to fulfill every point of your proposal, you can safely call it an offer and wait for acceptance.

Offer agreement

The process of concluding an offer agreement has a standard mechanism. One party proposes, in the form of an offer, to conclude an agreement, and the other accepts the offer as is, sends a counter-offer with its own conditions for signing the agreement, or rejects it.

The inability of the parties to be present at the place where the contract was signed immediately led to the need to use acceptance as a method of concluding a transaction.
This overcomes the time period between the submission of an offer and the response from the buyer.