Offer (offer agreement)- this is a proposal to conclude a cooperation agreement indicating the main details of the transaction: name, quantity, quality, price of goods, terms and conditions of delivery, payment, delivery method. It is a preliminary stage of the conclusion of the contract. The person making the offer is called the offeror, and the person accepting the offer is called the acceptor. An offer made to an indefinite circle of people is called public offer.
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 standards quality.
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 in the factory.
Price list and product samples are attached.
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 must have 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 explanations of what an offer is in simple words you can't wait for that kind of 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 places common use. 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 they have slipped down 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'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 posted there public offer, can be considered effective 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 all are described essential conditions» future treaty, 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
There are different types of offers, the main of which can be represented as follows:
- Solid- this is when you personally (as or an individual) are offered 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 either one or several persons (for example, shareholders of a company for a mandatory period after a 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...
Good luck to you! See you soon on the blog pages site
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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.
Quite often, in advertisements on TV or on the Internet, you can hear the words “is not a public offer” or “accept a public offer”. As a rule, 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, it is defined as follows: an offer that is sent to 1 person or a group of persons. At the same time, such an offer contains some initial conditions of the contract, and if a citizen accepts the offer, it is considered that he has concluded such an agreement.
Thus, in simple words, an offer is an offer of certain conditions from the seller to the buyer (goods or services), which is sent in writing or orally. When the buyer purchases the goods, he accepts the offer, and hence all the terms of this contract.
Therefore, we are talking about a transaction in which 2 parties participate:
- the offeror is the seller himself, represented by a firm, a company and any other legal entity, as well as an individual entrepreneur or a private person;
- the addressee is the buyer, who is also called the acceptor (English accept - accept); The addressee can also be any party - as individual as well as the firm.
The consent of the buyer with the terms of the offer is called acceptance - it is he who gives it to the seller when purchasing a product or service. Acceptance is given in writing or orally (for example, by telephone).
It turns out that An offer is not a contract, but a proposal to conclude it on certain conditions . When the addressee accepts the offer, it means that he agrees to these conditions. In this case, each side receives its own advantages:
- The seller receives a guarantee that the buyer has accepted the offer by giving him prior consent to the terms of the contract.
- The buyer receives a guarantee that during the entire period of validity of the offer, the seller will no longer be able to change the terms of his offer: price, conditions of the promotion, quantity of goods, etc., even if it becomes unprofitable for him. That is why very often sellers play it safe and say: “Offer is not public offer", thereby removing any obligations from itself.
There are several types of offer, the classification of which depends on the number of persons to whom the offer is addressed. However, all offers are characterized by several common features:
- such an offer always reflects the intention of the parties to conclude a contract;
- all essential terms of the contract that the parties intend to conclude in the future;
- description of the subject of the transaction: names of goods and/or services, their description, price;
- an important feature of any type of offer is the presence of a certain period that is given to the buyer for the final decision (during this time the seller is not entitled to withdraw the offer of goods);
- the offer always has a targeting - it is directed to a specific circle of individuals or legal entities.
Offer and contract
All of the above conditions allow you to see many similarities between the offer and any contract that is drawn up during the transaction. Therefore, 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 within a specific period of time; and any contract is an agreement that the parties are signing at the moment.
NOTE. Often when making a purchase of an expensive product (for example, Appliances, phones, cars, etc.) the buyer signs several documents without looking. Some of them may contain the word "offer". This should be understood in such a way that when signing, the citizen has already agreed to the terms of the future contract, so you should carefully watch what exactly you are signing.
Examples of offers from everyday life
Any 2 citizens, firms, public associations can send an offer and accept it - i.e. both individuals and legal entities.
Offer in the store
If you think about it, every citizen is faced with an offer several times a day. By entering the store and purchasing goods, you give the seller your consent in advance to the terms of the contract of sale, which is supposed to be concluded between you. Legally, this consent is expressed in the fact that you are purchasing a product of the established quality, weight, volume at a certain price.
That is why if at the checkout it turns out that the price in the check does not match the one indicated on the price tag, the buyer has every right to demand that the goods be sold to him exactly according to the data from the price tag. Otherwise, the seller violates his offer.
The price tag is a guarantee that all the information provided about the product is reliable. Ideally for reverse side there must be a seal of the store and the signature of the responsible person, since the price tag is not just paper, but a full-fledged legal document.
Offer in promotional offers and product catalogs
Another example is catalogs with products, as well as advertisements that contain a clause that the specified promotion is related to the offer. A special clause may also be given, stating that promotional offer does not apply to the offer. There are also cases of making a remark that the offer is relevant only if the goods are available. Sellers thus insure themselves against undesirable consequences.
Loan agreement with a bank
And finally, another common option is an offer that the bank often offers to customers. If a citizen applies for a loan, then first he is offered to sign an application for consideration of the relevant application. And it states that in the event of a positive decision of the bank, the client already gives his acceptance (consent) to the terms of the loan agreement in advance.
Varieties of the offer
The most well-known type of offer is public. However, along with it, there are several other, less common types:
- hard;
- irrevocable;
- free.
The types of offers differ in those to whom they are addressed, as well as in the specifics of their implementation in practice.
Public offer
The name of this proposal explains its essence: it is an offer that is addressed to a large, fundamentally unlimited circle of people. For example, a store offers to buy any product at a certain price to any person - regardless of his age, citizenship, etc.
A public offer is characterized by several features:
- most often, the offer is formulated verbally, and the buyer does not have to sign additional documents in order to accept the offer: for example, the buyer simply pays for the goods and receives a check in return;
- the buyer is any person;
- public offer is the most common form of advertising on the web, on television, catalogs and in ordinary stores.
- As an offer - i.e. with a guarantee of the validity of the proposed conditions until a specific date.
- Not an offer - without any guarantees (classic promotion).
Firm offer
Such an offer is made from one seller (private citizen or legal entity) to one buyer. Those. the circle of persons is clearly defined and consists of 1 addressee, which can also be an individual or a legal entity. This type of agreement is called firm, since a number of specific conditions are met:
- the offer specifies a specific product or service;
- the duration of the offer is always agreed in advance;
- if the buyer has agreed, then the transaction is considered automatically completed - i.e. The sales contract is no longer signed.
Irrevocable offer
In many cases, the offeror can withdraw his offer exactly as long as the buyer has not accepted it. Those. before the purchase is made, the seller can change the terms of his offer. However, in some cases, the document immediately contains an indication that such an opportunity is not provided, and the offer will be irrevocable.
Most often, an irrevocable offer is implemented through the interaction of firms and individual entrepreneurs. For example, if a company ceases to exist due to bankruptcy, its founders send out an offer to purchase the company to commercial partners. Such an offer is valid indefinitely - until the company is bought.
Free offer
Such an offer is very common in cases where a company enters a new market for it (or a new region of presence). Wishing to study possible consumer demand, the company sends an offer to specific recipients. Any of them can purchase a product or buy a service, and the seller is obliged to fulfill his promise. By the number of responses, the seller judges the possibilities of the market.
Unlike a public offer, a free offer is addressed to specific firms or individuals, and not to an unlimited circle of buyers.
How to make an offer
A written offer is essentially offer seller potential buyer. However, the offer has the legal force of the contract if the buyer signs it. When drawing up such an agreement, it is always indicated that it is an offer. It is also important to indicate contact details and other necessary information:
- Comprehensive, reliable information about the product or service that is supposed to be sold (name, characteristics, quantity, cost, etc.).
- Methods of concluding a deal (signing a contract).
- Ways to transfer funds for the purchase, indicating the relevant contacts and details of the seller (cash, non-cash).
- Liability for possible violation of the offer.
The form can be created independently, because unified form no.
