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Proposal to conclude an agreement (offer). What is an offer and a public offer in accordance with the Civil Code of the Russian Federation (example, sample) Offer to conclude

Public offer is an offer to enter into contractual relations addressed to a wide range of persons. About what applies to public offer and what actions offer are not considered, will be discussed in this article.

Defining an offer: how to say it in simple terms

Offer on Civil Code of the Russian Federation is defined as an offer to make a transaction addressed to one or several persons (individuals or legal entities). Depending on the type of contract proposed for conclusion, the offer can be ordinary and public.

What is a public offer? in simple words? This is an offer made to an unlimited and yet indefinite number of recipients. Anyone can accept this offer. The form offers coincides with the form of the transaction being made, that is, it is possible both orally and in writing.

In commercial practice offer often represents a draft agreement sent by an interested person to a potential counterparty. Sometimes they say what is an offer contract. However, it can also be in the form business letter- in this case, the draft agreement is developed by the parties after reaching agreement on all points. An example of an offer in everyday life, for example, there may be an appeal from the owner of a summer cottage to a neighbor regarding the sale of surplus vegetables. Or an appeal to a friend with a proposal to lend some item (baby stroller, sled, etc.) for temporary use.

What legal requirements must offer? We list the main provisions about the offer of the Civil Code of the Russian Federation:

offer is of a certain nature, clearly expresses the intention of the offeror (the initiator of contractual relations) to conclude a deal;
sent to one or several subjects at once;
stands for everything essential conditions future agreement (i.e. those without which this species transactions cannot be executed): for example, for a sale agreement, the condition for the sale of an object will be essential, and for a contract agreement, the conditions for the work performed and an indication of the deadline for its completion;
offer received by the addressee cannot be withdrawn during the period of time provided for a response to it (however, in the offer may be subject to revocation).

If the subject who received offer, she is completely satisfied, he can accept it (for example, sign the received draft agreement, send a response letter of consent to formalize the transaction, actually begin the execution of the agreement). Silence does not equate to acceptance GC offer RF. According to the code, an acceptance is required to conclude a contract, but the opposite practice is also found among entrepreneurs.

How to prepare an offer?

A written offer to conclude a transaction is sent both at the initiative of the offeror himself, and in response to a request from the other party. It can be in the form:

a detailed draft treaty, in which even not very essential details are spelled out;
letter containing the most important conditions on which cooperation is possible;
a message that specifies only the essential terms of a future transaction.

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

a header containing the addressee's data;
outgoing number and date;
details of the letter to which the answer is given (if offer sent in response to someone's question about the possibility of cooperation);
title;
appeal (if the document is addressed personally to the head);
body offers(this part of the document lists the conditions under which the author of the letter agrees to draw up a contract);
sender's signature with full name and position.

For information sample offer posted on this page.

Sample Letters of Offer to the conclusion of contracts for the provision of services and supplies

Offer to conclude a service agreement (form)

offer)

______________________________________________

(name of company)

« »___________ 20__ No. ____

On the conclusion of a contract for the provision of services

We invite you to conclude a service agreement

___________________________________________________________________

under the following conditions:

1) __________________________________________________________________;

2) __________________________________________________________________;

3) __________________________________________________________________.

Looking forward to your reply by “___” _______________ 20 __

Don't know your rights?

Product supply offer (form)

______________________________________________

(position of the addressee - to whom it is intended offer)

______________________________________________

(name of company)

« »___________ 20__ No. ____

to No. ________ dated "" ___________ 20__

About product delivery

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

(Name of product)

Quality: _______________.

Package: _______________.

Price: _______________.

Delivery time: _______________.

Terms of payment: _______________.

This offer is valid until "" _________ 20__.

Sincerely, __________________________________________________________

(position, signature and full name of the addressee)

(Name of organization, seal)

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

a special variety this document is public offer. This term denotes a proposal to conclude a deal, addressed to an indefinite circle of subjects. The law names the following signs public offer:

contains the essential terms of the expected transaction;
from its text it is obvious that any person who applies can enter into a contractual relationship.

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

It should be noted that public offer can be presented not only in written or oral form, but also in the form of certain actions. Thus, the display of goods in trading floor, on showcases and counters, the placement of product catalogs or descriptions in the store is also considered a public offer to buy these items at retail. The named actions are offer even in cases where the seller did not indicate the price of the offered goods.

As an example public offer about the conclusion of the contract, you can name the information posted on the website of the online store:

about the range;
product prices;
terms and order of payment and delivery;
Store warranties and responsibilities.

Sometimes such information expressly states that it is offer.

Why is it marked “not a public offer” in advertising?

The law says that general rule advertising offer is not recognized. This is quite logical, because the purpose of advertising is to put goods and services in a favorable light, and not to convey to consumers all the conditions for their purchase.

However, if the text of the advertisement includes all the essential terms of the future contract, then the advertisement is considered offer. And if such an advertising offer is designed for all responders, then it is public offer.

Offer obliges the person who made it to conclude an agreement on exactly the conditions that were indicated in it. For example, if we are talking about selling a refrigerator of a certain model at a price of 15 thousand rubles, then it will no longer be possible to put it up for sale at a different price. Therefore, advertisers, as a rule, are not interested in the fact that the advertising they distribute has signs offers.

For this reason, it is often advertisements comes across the phrase " is not public offer” – in this way, advertisers expect to leave themselves an escape route. In fact, the addition of this mark does not play a significant role, since the legislator does not give the right, even with the help of such a clause, to turn an advertisement that is offer, to an advertisement that is not such.

And much more.

Now we have on the agenda the already calloused eyes and the word that has set the teeth on edge for many "offer". You probably met him at least in commercials on TV, where it is often mentioned that, they say, this is not a public offer. True, they do not explain what an offer is in general and why it is so important for advertisers.

In fact, everything is quite logical here (and we will consider this a little lower as an example). But, unfortunately, this term belongs to the field of jurisprudence and finance, which means that you will not wait for an explanation of what an offer is in simple words from such an audience.

Actually, that’s why this little note appeared, in which I will not only try to explain the meaning of this word, but also show with examples what a public offer is, what other options there are and why the expression “offer agreement” is somewhat contrary to common sense.

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

The word itself comes from offertus, which in translation, depending on the context, can mean - a proposal, proposed, offer. The sentence is not in the sense of the structure of speech (a unit of language), but in the sense of “make an offer” (which cannot be refused).

Well, we love words borrowed from other languages (such as volatility, coaching, etc.). They would write right away - a proposal, otherwise an offer, an offer ... The word, although short, is not at all clear right off the bat. They do not say that the groom made an offer to the bride. They say it's an offer. But I'm getting ahead of myself a little.

So, offer is an offer. Yes, yes, just a proposal in written or oral form, it doesn’t matter. For example, you (or you) suggest that your neighbors in a communal apartment make a schedule of duty for cleaning common areas. If they agree, then on the basis of this offer you conclude an oral contract, accepting the original conditions described in the offer, or making your own changes to them.

Those. in fact, this is a declaration of intent. They can send you an offer by mail on such and such conditions (for obtaining a loan, for purchasing goods from a company, for providing you with a service, etc.). In this declaration (offer), the conditions under which this (future) contract will be drawn up should be more or less detailed. You will only have to accept these conditions or refuse them.

Probably, even on the basis of the above, it becomes clear to you that the expression "contract offer" doesn't sound very logical.

It's like pre-contract(anticipation of the agreement, invitation to cooperation), i.е. a preliminary description of one of the parties (it is called the offeror) of the conditions on which this contract can be drawn up if the other party (its name is the acceptor) is satisfied with this. Those. contract and offer are not identical legal structures.

In simple words about offerors and acceptances

Well, now with simple words they slipped into complex ones, but nothing can be done, no one has canceled the casuistry of the financial and legal class, and this word is just from their arsenal. Let's then give a few definitions so that when you meet them you understand what we are talking about:

Offeror- a person (natural or legal) offering an offer. This may be a seller of goods or services, or a potential customer of your services or a buyer of your goods.
Acceptor- the person to whom the offer is addressed. Looking ahead, I’ll say that it can be either a specific person (or a group of people), or absolutely any person who sees this proposal. For example, you go into a store, see the price tag for bread and automatically become an acceptor if you are buying bread. The price tag is an offer, the seller (or store owner) is the offerer, and those who bought the goods are the acceptors.
- the fact of acceptance of the offer on the terms on which it was offered (for example, the purchase of goods at the price that was indicated on the price tag is an acceptance). If the acceptor decides to change the conditions, then this will already be a counter offer, and not an acceptance.

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

For example, on some sites, an agreement drawn up on the terms of a public offer posted there may be considered to have entered into force as soon as you download some program from it or check the box in the right place. And it can simply be said that the continued use of this site in itself is an agreement with the offer and the automatic conclusion of an agreement on the conditions described in it.

For me, for example, this is done on . In fact, all visitors to the site are my partners who agree with the terms of the above public offer, which is what they are warned about.

In any case, the word "offer" means a proposal to conclude a contract (agreement, deal) on specific conditions. The acceptor of this proposal, who is satisfied with everything, can only respond to it with an acceptance. But only with full consent with all the contents of this pre-contract.

If something does not suit him, then he will need to answer already. new (counter) offer with the offer of adjusted terms. The silence of the acceptor in the general case (unless otherwise specified in the offer) should not be taken as acceptance (consent).

How do you know what an offer is?

A very important difference between an offer and something else (empty chatter, advertising on TV, etc.) is that it will contain describes all the "essential conditions" of the future contract, sufficient so that the acceptor no longer has any questions and he could make a decision (whether to agree or not with this proposal).

It should be clear to whom this proposal is addressed (it can be targeted, or addressed to a limited or even unlimited circle of people). For example, you received a call from your bank and offered you personally conditions for obtaining a loan. Or you received an email newsletter with an offer to all bank customers to receive a loan on these terms. Or you went to the bank and read a brochure with the conditions for obtaining a loan. Yes, or just went to the store and looked at the price tag.
The terms of the transaction must be clearly described. For example, the percentage paid to you on a loan is indicated, its size and conditions for obtaining are described. Or the price of the goods in the store is simply indicated, which is already quite enough for you to conclude an agreement for its purchase (by paying for it at the checkout).
It should be clear that they want to conclude an agreement with you on the proposed terms, and not just spam or someone signed the price with a marker under the shelf with the goods.

Why they do not want advertising to be taken as a public offer

Still more important is that offeror offering you an offer in essence imposes obligations on compliance with the conditions that are described there (terms of implementation, price, delivery conditions, etc.). This is important, because the acceptor will rely on these conditions and may incur losses, relying on the assurances of the offeror. In this case, he may well sue and win the case.

If the validity period of the offer offer is not specified, then this offer is considered to be valid within a couple of months from the moment it is received by the acceptor. That is, if you saw an advertisement on TV indicating the price of the goods and describing other "essential conditions" (and it was not said that "this is not a public offer"), then you have two months to make a decision, and if conditions have changed during this time, then you have the right to demand the fulfillment of the promised (up to filing a lawsuit in court).

Now you probably understand why advertisers so often add this incomprehensible (before reading this publication, of course) phrase that this The offer is not a public offer. They simply leave themselves room to maneuver with prices and conditions, because otherwise they can simply be sued or forced to comply with the conditions described in the advertisement (and in fact, the offer).

Although advertisers do not really like it and they try to avoid it, so that later they would not have claims from the law for unfair advertising. After all, when shooting an expensive video, it is beneficial to hide some information about a product or service so that the offer looks more tempting. For example, what this opportunity is not available in all trim levels of goods or the fact that a loan at zero interest is actually not such.

Public offer and its other varieties

Distinguish different types offers, the main of which can be represented as follows:

Solid is when you personally (as or to an individual) offer something. For example, to conclude a contract for a loan, an insurance contract or something else. Everything is as specific and targeted as possible. You just have to accept it within the specified period, or refuse (for example, simply ignoring this offer). In this case, the offeror firmly undertakes not to change the conditions within the specified period of validity of this offer.
irrevocable- here the offeror will no longer be able to reverse even if he wanted to. It can be concluded with one or several persons (for example, shareholders of a company for a mandatory certain period). Often this option is used even in the liquidation of bankrupt companies.
Free- in this case, the offeror is not bound by any guarantees that you will 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 mass mailing target audience proposals for cooperation, but if everyone suddenly agrees with it, then there may not be enough goods or services for everyone. This is just an offer to discuss a deal (to enter into negotiations) without obligations and specifics. Often this type of offer is used to probe the market for the effectiveness of certain marketing steps (promotions, bonuses, discounts, unique offers etc.).
Public offer- this is what we encounter every day, but we simply do not know about it. Such an offer can be made in absolutely any way - in writing, orally or in the form of an action. The cafe offers you to get acquainted with the menu and this, in fact, is a public offer. It's the same with the goods on the counter of the store, with the catalog from Ikea, which was thrown into your mailbox, etc. (even if the prices are not indicated).

In any case, an offer is an invitation to cooperate with you, which may entail the conclusion of an agreement (deal, agreement) orally, in writing or in any other form.

In this case, the offeror is most often responsible for the conditions stipulated in it. For example, at the checkout of a store, when paying for goods, you enter into an agreement on the basis of a public offer (price tag), and if they try to sell you a product at a higher price, then this illegal action is punishable by law (here you are in your right in the full sense of the word).

Hope this post was helpful...

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How to write an offer (offer letter)

An offer letter is written either in response to a letter of inquiry or at the initiative of the sender. An offer is drawn up in writing or orally: by phone, during negotiations between the parties to the transaction.

Design offer can be in the form of a draft contract, which one party to the transaction sends to the other. In the response letter, the second party either agrees (which is called acceptance), or makes its own changes or additions, or refuses to accept the proposed conditions.

Acceptance of the offer is the conclusion of a contract or the issuance of an order. In case of refusal, correspondence between the parties continues until a final agreement is reached.

The structure of writing an offer corresponds to overall structure business letter:

header - position, full name of the recipient and name of the organization;
number and date of registration of the letter;
title (“Oh…”);
appeal (if necessary);
the text of the offer - here the proposal itself is stated and the main terms of the transaction are indicated: “We offer you to conclude an agreement / services for ...”, “In response to your request from ...”, “Company X brings to your attention ...”, “We are glad to offer you ... " etc.;
the signature of the sender - the head of the organization or an authorized person, indicating his position and full name.

Sample letter of offer

Director
OOO "Express Product"
Ulyanova N.V.

The company "Baby Decor" - the exclusive representative of the German TM Borbo on the territory of Ukraine offers a wide range of products for newborns: towel corners after bathing, sleeping bags, bed linen, orthopedic pillows, mattresses, nursing pillows, envelopes, blankets, pouffes and much more.

In the production of TM Borbo products, only the most modern, safe materials are used. All products are certified in accordance with the requirements of Ukrainian and international quality standards.

TM Borbo products meet the following basic principles:

safety - materials that are environmentally friendly and safe for children's health are used in the production of goods;
style - a variety of forms, original embroideries and color schemes;
reliability - production is controlled at all stages;
availability - competitive prices at high quality goods.

The company "Baby Decor" invites retail and wholesale partners to mutually beneficial cooperation.

Terms and conditions of delivery of goods

Orders are accepted by e-mail or by fax. Before placing an order, please make an inquiry about the availability of goods in the warehouse of the manufacturer. After confirmation of the order, you will be issued an invoice. The invoice requires your confirmation (verification of the product name, quantity, value). Confirmation can be sent by email or fax.

Terms of payment - prepayment of 70%, additional payment of 30% is carried out before shipment of goods from our warehouse.

The order fulfillment time is 45 working days, starting from the day of payment and subject to the availability of goods in the warehouse of the manufacturing factory.

If the required items are not in the factory warehouse, within 7 working days you will be provided with information regarding the date of their appearance in the factory warehouse and the delivery time will be 45 working days, starting from the date the items appear at the factory.

Price list and product samples are attached.

Acceptance of the offer (acceptance).

The party making the offer is called the offeror. The recipient is the acceptor.

Chapter 28 Article 402-413.

Article 402

1. The contract is considered to be concluded if the parties, in the form required in the relevant cases, have reached an agreement on all essential terms of the contract.

Essential are the conditions on the subject of the contract, the conditions that are named in the legislation as essential, necessary or mandatory for contracts of this type, as well as all those conditions regarding which, at the request of one of the parties, an agreement should be reached.

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

Article 403. Moment of concluding a contract

1. The contract is recognized as concluded at the moment the person who sent the offer receives its acceptance.

2. If, in accordance with the legislation, the transfer of property is also necessary for the conclusion of the contract, the contract shall be considered concluded from the moment of transfer of the relevant property (Article 225).

3. Contract to be state registration, is considered concluded from the moment of its registration, and if notarization and registration is necessary - from the moment of registration of the contract, unless otherwise provided by legislative acts.

4. An agreement concluded on an exchange is considered concluded from the moment determined by the legislation regulating the activity of such an exchange, or by the rules in force at the exchange.

Article 404. Form of the contract

1. An agreement may be concluded in any form provided for transactions, unless a specific form is established for agreements of this type by this Code and other legislative acts.

If the legislation does not require a notarial form for this type of contract, but the parties agreed to conclude it in such a form, then the contract is considered concluded from the moment it is given a notarial form.

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

2. An agreement in writing may be concluded by drawing up a single document signed by the parties, as well as by exchanging documents by means of postal, telegraph, teletype, electronic or other communication, which makes it possible to reliably establish that the document comes from the party under the agreement.

3. Written form The contract is considered to be observed if the written proposal to conclude the contract is accepted in accordance with paragraph 3 of Article 408 of this Code.

Article 405. Offer

1. An offer is recognized as an offer addressed to one or several specific persons, which is sufficiently specific and expresses the intention of the person who made the offer to consider himself to have entered into an agreement with the addressee who will accept the offer.

The offer must contain the essential terms of the contract.

2. The offer binds the person who sent it from the moment it is received by the addressee. If the notice of withdrawal of an offer was received earlier or simultaneously with the offer itself, it shall be deemed not received.

Article 406. Irrevocability of an offer

An offer received by the addressee cannot be revoked within the period established for its acceptance, unless otherwise stipulated in the offer itself or follows from the essence of the offer or the situation in which it was made.

Article 407. Invitation to make offers

2. A public offer is a proposal containing all the essential terms of the contract, from which the will of the person making the offer is seen to conclude an agreement on the conditions specified in the proposal with anyone who responds.

Article 408. Acceptance

1. Acceptance is the response of the person to whom the offer is addressed about its acceptance.

The acceptance must be complete and unconditional.

2. Silence is not an acceptance, unless otherwise provided by law or by agreement of the parties.

3. The performance by the person who received the offer, within the period established for its acceptance, of actions to fulfill the conditions of the contract specified in it (shipment of goods, provision of services, performance of work, payment of the appropriate amount, etc.) is considered acceptance, unless otherwise provided legislation or not specified in the offer.

Article 409. Withdrawal of acceptance

If the notice of withdrawal of the acceptance was received by the person who sent the offer earlier or simultaneously with the acceptance itself, the acceptance shall be considered not received.

Article 410

When the period for acceptance is specified in the offer, the contract is considered concluded if the acceptance is received by the person who sent the offer within the period specified in it.

Article 411

1. When the deadline for acceptance is not specified in the written offer, the contract is considered concluded if the acceptance is received by the person who sent the offer before the expiration of the period established by law, and if such a period is not established, within the time normally required for this.

2. When an offer is made orally without specifying a deadline for acceptance, the contract is considered concluded if the other party immediately declared its acceptance.

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