Offer - what is it in simple words, what is a public offer and how does it relate to the contract. Public offer: what is it? Concept and signs, examples in retail and on the Internet

And much more.

Now on our agenda is a word that has already become an eyesore and has set many people on edge. "offer". You've probably seen it 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 and why it is so important for advertisers.

In fact, everything here is quite logical (and we will look at this as an example below). But, unfortunately, this term belongs to the field of jurisprudence and finance, which means you won’t get an explanation of what an offer is in simple words from such a public.

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 its differences from a contract?

The word itself comes from offertus, which in translation, depending on the context, can mean - offer, offered, suggest. An offer not in the sense of the structure of speech (a unit of language), but in the sense of “making an offer” (which they cannot refuse).

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 understandable right away. They don’t say that the groom made an offer to the bride. They say it's a proposal. But I’m getting a little ahead of myself.

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

Those. in fact, this is a declaration of intent. You may be sent by mail an offer to enter into an agreement on such and such conditions (to receive a loan, to purchase goods from some company, to provide you with a service, etc.). This declaration (offer) should discuss in more or less detail the conditions under which this (future) agreement will be drawn up. All you have to do is accept these terms or refuse them.

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

It's like pre-contract(prelude to a contract, invitation to cooperation), i.e. a preliminary description of one of the parties (called the offeror) of the conditions under which this agreement can be drawn up, if the second party (called the acceptor) is satisfied with this. Those. a contract and an offer are not identical legal structures.

In simple words about offerors and acceptances

Well, they have already slipped from simple words to 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 us then give a few definitions so that when you meet them you understand what we are talking about:

Offeror- a person (individual or legal) offering an offer. This could be a seller of goods or services, or a potential customer of your services or buyer of your goods.
Acceptor- the one to whom the offer is addressed. Looking ahead, I will say that this can be either a specific person (or 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 buy bread. The price tag is an offer, the seller (or store owner) is the offeror, and those who bought the product are acceptors.
- the fact of acceptance of the offer on the terms on which it was offered (for example, purchasing a product at the price indicated on the price tag is 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 sentences of the offer acceptance may be considered not the real consent of the acceptor, but certain of his actions. Such actions in the language of casuistry are called conclusive, i.e. serving as a substitute or written consent.

For example, on some sites, an agreement drawn up under the terms of a public offer posted there may be considered to come 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 constitutes agreement with the offer and the automatic conclusion of an agreement on the terms described in it.

For example, I have it done this way in . In fact, all site visitors are my partners who agree with the terms of the above public offer, which is warned about there.

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

If something doesn’t suit him, then he will have to answer new (counter) offer with an 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 to understand that this is an offer?

A very important difference between an offer and something else (empty chatter, TV advertising, etc.) is that it will contain all the “essential conditions” of the future contract are described, sufficient so that the acceptor no longer has any questions and he can 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 personally offered you the conditions for obtaining a loan. Or you received an email with an offer to all bank clients to receive a loan under these conditions. Or you went to the bank and read a brochure with the conditions for obtaining a loan. Yes, or just went into the store and looked at the price tag.
The terms of the transaction must be clearly described. For example, the interest paid to you on the loan is indicated, its size and conditions for receipt are described. Or the price of the product in the store is simply indicated, which is already quite enough for you to enter into an agreement to purchase it (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 received spam or someone signed the price with a marker under the shelf with the goods.

Why don’t they want advertising to be mistaken for a public offer?

Another important thing is that offeror offering you an offer essentially imposes obligations to comply with the conditions described there (completion dates, price, delivery conditions, etc.). This is important, because the acceptor will rely on these conditions and may suffer losses by relying on the offeror’s assurances. In this case, he may well sue and win the case.

If the validity period of an offer is not specified, then it is considered that this offer will be valid within a couple of months from the moment of its receipt by the acceptor. That is, if you saw an advertisement on TV indicating the price of the product and a description of 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 that the promised be fulfilled (even to the point of filing a lawsuit).

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 room for maneuver with prices and conditions, because otherwise they can simply be sued or forced to fulfill the conditions described in the advertisement (and in fact, the offer).

Although advertisers don’t really like this and they try to avoid it, so that later there will be no legal claims against them for unfair advertising. After all, when filming an expensive video, it can be advantageous to hide some information about a product or service so that the offer looks more tempting. For example, the fact that this opportunity is not available in all product configurations or the fact that a zero percent loan is not really like that.

Public offer and its other varieties

There are different types of offers, the main ones of which can be represented as follows:

Solid- this is when you personally (as an individual) are offered something. For example, enter into a loan agreement, an insurance contract, or something else. Everything is as specific and targeted as possible. All you have to do is 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 during the specified period of validity of this offer.
Irrevocable- here the offeror will no longer be able to backtrack even with all his desire. It can be concluded with either one or several persons (for example, shareholders of a company for a binding contract after a certain period). This option is often used during the liquidation of bankrupt companies.
Free- in this case, the offeror is not bound by any guarantees that you will definitely enter into an agreement with him on the terms described. This is due to the fact that this type of offer is often used to send mass proposals for cooperation to the target audience, but if everyone suddenly agrees with it, then there may not be enough goods or services for everyone. This is simply an offer to discuss a deal (enter into negotiations) without obligation and specifics. Often this type of offer is used to test the market for the effectiveness of certain marketing steps (promotions, bonuses, discounts, unique offers, etc.).
Public offer- this is something that you and I encounter every day, but we simply don’t know about it. Such an offer can be made in absolutely any way - written, verbal or by action. In a cafe you are offered to familiarize yourself with the menu and this, in fact, is a public offer. The same goes for goods on a store counter, an Ikea catalog dropped in your mailbox, etc. (even if prices are not listed).

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

In this case, the offeror most often bears responsibility for the conditions specified in it. For example, at the checkout of a store, when paying for an item, you enter into an agreement based on a public offer (price tag), and if they try to sell you an item at a higher price, then this illegal act is punishable by law (here you are within your rights in the full sense of the word).

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What is an offer?

In Articles 435 - 449 of the Civil Code of the Russian Federation, which are specifically devoted to issues related to the offer, there is a direct indication that the contract will be considered concluded only if the condition is met that a specific offer made by one person must be accepted by another. One of the important conditions of the offer is the mandatory content of contractual terms that are essential.

As for the format of the offer, it can be different: written, oral, or in the form of a fax, telegram, or draft agreement.

The offer is especially popular in business circles.

What kind of offer is there?

There are several types of offers. The most common in legal practice:

public;
non-public;
hard;
free.

In addition to the listed options, there are also irrevocable offers and bonds with an offer, which ordinary citizens encounter much less frequently.

Public is addressed to an indefinite number of people. In this case, the offer contains the essential terms of the contract (Article 437 of the Civil Code of the Russian Federation), which anyone can agree to. For example, an example of a public offer can be offers received from online stores. On their official websites you can find all the necessary information about the product (service) they offer: type, price, terms of purchase, etc. A person, having responded to the offer and taking the actions provided for in the public offer agreement, can make demands on the offeror in order to fulfill the terms of the agreement . It is also used by banking institutions.

A non-public offer can be offered to one person (or a limited number of persons). In particular, in this case, an invoice (invoices) may be issued for payment for services, work, goods, indicating all the necessary details.

If we talk about a firm offer, then it can be offered only to one buyer and only for a certain period during which the offeror is bound by obligations with the potential buyer. And from the moment the latter accepts the conditions stipulated by the offer (after his acceptance follows), the transaction will be considered completed.

If the proposal (offer) is intended simultaneously for a certain number of buyers, and its purpose is largely to monitor the market, then it is called free.

The offer and the consequences it entails

By sending an offer, the person by whom this was made automatically imposes on himself the obligatory fulfillment of all the conditions stated in the offer in relation to the person who accepted it. This condition is enshrined in clause 2 of Art. 435 of the Civil Code of the Russian Federation. Otherwise, the offeror will face adequate legal consequences.

An offer is an offer to carry out a transaction to one person or group of persons, whether individuals or legal entities. An offer can be ordinary or public, depending on the agreement submitted for agreement.

The offer has the form of a draft agreement to the desired counterparty or the form of a business letter; in this case, the draft is drawn up when the parties meet after agreeing on all points of the future agreement.

An example of an offer in everyday life could be an offer from one neighbor to sell him this or that agricultural product to another, that is, an offer can also be in the form of an oral offer (in words).

An offer with foreign partners must be drawn up and regulated in accordance with the international UN Vienna Convention of 1980. It is very important to initially determine the normative acts - the Civil Code of the Russian Federation or the UN Vienna Convention, which will be used as a regulator of further actions.

So, an offer is necessary to make an offer to a counterparty or circle of addressees you are interested in.

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In international practice, the offer is divided into several types:

Public is a contract sent to several addressees or an unlimited number of people. For example, an offer of Internet services or lending. Any person who has access to this document can accept the offer, for example, on the official website of a credit institution, accept the offer and receive funds on the card online. If, for acceptance, it is necessary to perform a number of actions, for example, submit an application, then such a person receives the right to demand fulfillment of the terms of the contract.
Free– takes place in world practice, intended for a certain number of counterparties, carries a proposal for further negotiations. It does not have a clear time limit and does not oblige the offeror to anything.
Firm – the letter is addressed to only one client, consists of clear clauses of the contract, has time limits for the acceptor. If the buyer does not respond in a timely manner, the offer can be offered with the same conditions to another counterparty.
Irrevocable – an example of this would be a company’s appeal to its shareholders. The name itself suggests that the offeror will not be able to withdraw the offer back, unless in writing by sending a review along with the offer.

Requirements under the Civil Code of the Russian Federation

The main provisions on the offer in accordance with the Civil Code of the Russian Federation are as follows:

The offer must contain clear intentions of the offeror to complete the transaction;
Sent, depending on the type, to a specific or several addressees;
Contains all the basic terms of the agreement inherent in certain actions, depending on the type of offer made - sale or certain works;
An offer cannot be withdrawn before the deadline given to the addressee for a response has expired. Of course, the right of revocation can be specified in the offer itself;
According to the Civil Code of the Russian Federation, the defendant’s silence is not a sign of consent;
If the acceptor liked everything and the terms of the transaction were suitable, he can sign the agreement, thereby putting it into effect, and also send an official letter to the offeror.

Interesting: despite the fact that, in accordance with the requirements of the code, acceptance is required to begin an action, among businessmen the opposite practice is also practiced, when acceptance is not waited for.

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In what cases and how is a public offer used?

A public offer is a proposal made to an unlimited number of persons for the purpose of drawing up an agreement.

In accordance with Art. 437 of the Civil Code of the Russian Federation, an offer can be accepted for an offer:

Goods;
Services;
Work.

And all this for an indefinite circle of addressees.

Also, according to the law, a public offer must contain:

Delivery time;
Delivery procedure;
Price;
Guarantees.

This type of document is found in:

Advertising products;
Catalogs of companies offering services and goods;
Store price lists;
Product descriptions, etc.

It comes in various forms, the main thing is that this document contains all the necessary aspects of the contract.

If the buyer agrees, then the offeror enters into an agreement with him, and the procedure for this event is also prescribed in the offer.

Interesting: the Vienna Convention does not define a public offer, which means that the circle of addressees is immediately limited. And even in this case, if there is a clear intention in the contract, it can be subjected to the rules of the Convention.

How does a public offer differ from a regular offer?

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A public offer carries an offer to a wide range of people and clear terms of the contract, while:

A regular offer is intended for a certain circle of people;
Advertising does not carry specific offers, but only invites you to the desired store, where a public offer is drawn up;
A commercial proposal is a document for a limited contingent and does not have clear contract clauses.

Important: a commercial offer may contain the price of the product and the terms of the contract, but it has a clause stating that it is not a public offer.

3 nuances of preparing a public offer

When drawing up a public offer, there are details that you should have a clear understanding of:

Price – should the indicated prices be taken as a public offer? No, it’s not worth it - the price on the price tag is one of the points of the contract and cannot guarantee the quality of the goods, it is rather an advertisement, an accelerator for the implementation of the contract between the seller and the buyer;
A public offer on the website is more of an offer to conclude an agreement, and not the agreement itself. Consent to accept this offer may be the user’s registration on the site or ordering any product;
Shop– in accordance with Art. 494 Civil Code of the Russian Federation, the goods displayed at the places where they are sold have a public offer, unless the seller states that the samples are not for sale.

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What is an offer agreement in simple words and where can I get a sample?

An offer agreement is a document that requires a time period for proposal and signing. That is, if the parties proposing and accepting the contract cannot be in the same place to discuss it.

Download a sample document

If people interested in the contract cannot gather in one place, then the document may consist of several papers - an offer and acceptance by the counterparty.

The offer can be in the form of any document for example, a building design that contains clear intentions of the tenderer.

The response of the acceptor is of decisive importance in this case, since the contract contains the will of only the offeror, and is concluded according to the will of both parties. The response can be any actions of the customer provided for in the proposal.

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Important: the text of the offer agreement is a legal document and should contain signatures and seals only if they are necessary for the accounting report.

How to draw up and conclude an offer agreement?

When forming an offer agreement, the following nuances must be taken into account:

Compliance of document clauses with legal requirements;
Using a simpler procedure for drawing up a contract;
Take into account the requirements of tax authorities and financial risks;
Give a clear and clear position to the commercial side;
Ensure a compromise of the interests of the signatories.

When drawing up an offer agreement, the following steps are performed:

The exact details of the subject of the contract and other terms of the transaction are analyzed;
The most acceptable method of concluding a contract is determined - one-time, frame with additional orders, public offer or customer’s choice;
A more detailed consideration of the procedure for executing the contract and preparation of documentation for reports;
Coordination of the project with the buyer;
Resolving liability issues under the contract;
Further support.

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After such a detailed study of the document, the customer will receive a full-fledged offer document.

There are several types of written proposal for cooperation:

A detailed draft agreement with a description of all, even the smallest details;
Writing with more important details in mind;
Messages taking into account only the most necessary conditions.

You can find a sample proposal for cooperation

A business letter is composed as follows:

All addressee data is written in the header of the document;
Serial number and date;
In case of a response to someone’s commercial proposal, the details of the received letter are indicated;
Title;
If the letter is addressed to the manager, an appeal is written;
Body of the offer – indicates the conditions under which signing the contract is possible;
Signature of the offeror with a full transcript and indication of position.

conclusions

To be completely sure of what kind of document is in front of you and how to act correctly in a given situation, you need to arm yourself with all the knowledge about the intricacies of drawing up similar documents.

The main thing is to understand that an offer is not a document obligatory for acceptance, but only an invitation to cooperation.

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