What does offer confirmed mean? Offer – what kind of “beast” is this? In simple words. An offer is a definition

The signing of an agreement is usually preceded by the agreement of all its essential terms by lawyers of both parties. Then one meeting is enough to sign the finished version of the contract.
It is more difficult to conclude an agreement between the parties, for whom it is quite problematic to meet specifically to sign an agreement. For example, they are located in different cities or even countries, the working hours are not the same, etc. In such cases, an offer and its acceptance help.
An offer is an offer addressed to specific persons to conclude an agreement on the terms described in it. In accordance with paragraph 2 of Art. 432 of the Civil Code of the Russian Federation, a contract is concluded by one of the parties sending an offer and acceptance of the offer by the other party - acceptance. The party making the offer is called the offeror, and the party accepting is called the acceptor.

Terms of the agreement

In order for a proposal to conclude a contract to be considered an offer, the following conditions must be met:
The offer must be sufficiently specific to enable the recipient to make a correct inference about the will of the offeror.
The offer must express the intention of the offeror to consider himself obliged to conclude the contract proposed by him in the event of its acceptance.
The offer must contain all the essential terms of the contract, which include conditions on the subject of the contract, conditions recognized by law or other legal acts as essential, as well as all those conditions regarding which, at the request of one of the parties, an agreement must be reached (Article 432 of the Civil Code) Code of the Russian Federation).
Any offer, with the exception of a public one, must clearly identify its addressee.
Public offer of goods, as provided for in Art. 494 of the Civil Code of the Russian Federation is the display or provision of information about goods, their samples at the place of sale, regardless of the indication of price and other essential terms of the contract retail purchase and sale. The exception is when the seller has clearly indicated that such goods are not intended for sale.
The offer can be made either orally or in writing. An offer can be a single document to be signed by the parties, for example, a draft agreement signed by the offeror and sent to the other party. Acceptance of such an offer will be the signing of the contract and its forwarding to the offeror.
It is possible to conclude an agreement by exchanging documents, for example, an offer is a commercial proposal containing all the essential terms of the agreement, or an invoice if it contains all the essential terms of the agreement. This form is often used by online stores that remotely sell various products. software. The client places the order himself and immediately receives an invoice for payment. This allows you to minimize the cost of paperwork and deliver the goods in the shortest possible time.
Sometimes an invoice can act as an acceptance if it was sent to the other party in response to an application or request containing all the essential terms of the transaction, and its content corresponds to the terms of the offer.

Acceptance

The addressee's response about full and unconditional acceptance of the conditions specified in the offer is acceptance. A proposal to conclude an agreement on other terms can be drawn up in the form of a new draft agreement, a letter, or a protocol of disagreements to the draft agreement. The offeror either agrees to the protocol of disagreements, and then the contract is considered concluded on the terms set out in the protocol, or refuses to accept the new conditions, or sends his protocol of disagreements in response. Such exchange of protocols can occur repeatedly, each of them being considered a new offer.
Acceptance does not have to be in the form of a written response to the offer. According to paragraph 3 of Art. 438 of the Civil Code of the Russian Federation, acceptance will be the commission of the specified actions by the acceptor within the prescribed period. Such actions may be payment of a sum of money, shipment of goods, etc.
Silence or inaction is not considered acceptance. However, from the law, business custom or from previous business relations The parties may follow otherwise, and then silence is considered a manifestation of will, acceptance. For example, in accordance with paragraph 5 of Art. 468 of the Civil Code of the Russian Federation, a buyer who received goods in a different assortment than was specified in the contract and did not refuse them is considered to have agreed with the assortment received.

Gift certificate

In order to attract buyers and increase revenue, trade organizations sell gift certificates - documents that give the right to purchase goods from those available in the amount of the face value of such a certificate. These certificates are typically sold at face value and have a limited validity period.
The offer of gift certificates by a retail trade organization is recognized as a public offer on the basis of clause 2 of Art. 437 of the Civil Code of the Russian Federation. The purchase by the buyer of such a certificate means acceptance of the offer (its acceptance), that is, his acceptance of all the conditions specified in the certificate.
It is important to note that with such a sale by a trade organization of a certificate, there is no sale of goods, work or services. The certificate cannot be considered as a product, since it does not have any independent useful properties. This is only a document confirming the right of the bearer, when purchasing a product, to pay less for it by the amount of the face value of the certificate.
The question often arises: is advertising an offer? The definition of advertising is given in paragraph 1 of Art. 3 of the Federal Law of March 13, 2006 No. 38-FZ “On Advertising”. Advertising is information disseminated in any way, in any form and using any means, addressed to an indefinite number of persons and aimed at drawing attention to the object of advertising (a product, a means of individualization, a manufacturer and seller of a product, a result of intellectual activity or an event), the formation or maintenance interest in it and its promotion on the market. An offer is a proposal addressed to one or more specific persons, which is sufficiently specific and expresses the intention of the person making the offer to consider himself to have entered into an agreement with the addressee who will accept the offer of the agreement. In this case, the offer must contain the essential terms of the contract. Thus, it turns out that the offer contains proposals for concluding a contract, and advertising only contains information about a product, work, service, or the result of intellectual activity. It happens that some types of advertising can be considered an offer.

Sample offer

LLC "Scarlet Rose"
Legal address: Moscow, st. Stroiteley, 6, of. 19
phone: 123-45-45 fax: 123-45-46

Commercial Director
LLC "Blooming Gardens"
Mr. Yablochkov A.A.

123123, Moscow,
st. Tverskaya-Yamskaya, 55

Offer to conclude a supply agreement
(offer)

Dear Alexander Alexandrovich!

Having learned from the advertising catalogs of the exhibition “Flowers for Moscow - 2009” about the new varieties of roses “Scarlet Zarya” and “Red Moscow” produced by your company, our organization invites you to conclude an agreement for the supply of these products to us.

We are ready to purchase your products under the following conditions:
1. Number of seedlings: “Scarlet Dawn” - 2000 pieces, “Red Moscow” - 3000 pieces.
2. The quality of the product must be high: persistent green leaves, moistened and covered with soil roots, boxes protected from external influences.
3. Delivery price: 35 rubles per unit.
4. Payment procedure: prepayment to your bank account within three days from the date of acceptance.
5. Delivery time: no later than July 10, 2009.
6. Terms of delivery: delivery to the buyer’s address by forces and at the expense of the supplier.

This offer will remain open only until July 1, 2009, and we are ready to consider ourselves bound by the rights and obligations under the concluded agreement if, before this period, we receive from you a response indicating your consent to conclude an agreement on the above conditions or an invoice for payment for the specified quantity of goods.

We hope for successful cooperation,

Director of Scarlet Rose LLC

Butonchikov S.V.

A situation often arises when counterparties successfully interact in their economic activity, there is no written agreement between the parties, but there are invoices and shipping documents. Is it necessary to conclude separate contracts or can an invoice or commercial proposal be recognized as an offer?
In accordance with civil law, an agreement can be concluded in any form provided for transactions, unless a specific form is established by law for agreements of this type. For transactions of legal entities among themselves and with citizens, paragraph 1 of Art. 161 of the Civil Code of the Russian Federation provides for their mandatory conclusion in simple written form. This form presupposes that a document must be drawn up expressing the contents of the transaction, which is signed by the persons making this transaction or their authorized persons. Exchange of documents via mail, telegraph, fax, electronic or other means of communication, which makes it possible to reliably establish that the document comes from a party to the contract, in accordance with clause 2 of Art. 434 of the Civil Code of the Russian Federation is equivalent to writing.
In this case, the written form of the agreement in accordance with clause 3 of Art. 438 of the Civil Code of the Russian Federation is considered to be complied with if the person who received the offer took actions to fulfill the specified terms of the contract (for example, paying a bill).
In addition, as noted earlier, the offer must contain all the essential terms of the contract. For supply contracts, the essential conditions are the price, quantity of goods and the timing of their delivery.
Thus, if there is an invoice for payment for goods (offer) and there is its acceptance - a document confirming payment of this invoice (bank statement), then the agreement will be considered concluded in simple written form and in this case there is no need for an additional written agreement.
The conclusion of a separate written agreement allows you to more clearly define the rights and obligations of the parties, responsibility for non-fulfillment or untimely fulfillment of their obligations. In addition, this can provide certain tax benefits - for example, indicating in the contract a mandatory prepayment condition allows you to deduct VAT on paid products without waiting for their receipt, which follows from the requirements of paragraph 12 of Art. 171, paragraph 9 of Art. 172 of the Tax Code of the Russian Federation.
With regard to concluding contracts with carriers of goods, it should be noted that in accordance with paragraph 2 of Art. 785 of the Civil Code of the Russian Federation, the conclusion of a contract for the carriage of goods is confirmed by the preparation and issuance to the sender of the goods of a waybill, a bill of lading.
Thus, a properly executed consignment note confirms the conclusion of a transportation agreement with the transport organization. In this case, a separate agreement is also not required.

An offer is a specific proposal for a contractual relationship, which can be addressed to one person or several persons. By submitting the form, the representative of one party confirms consent, the second party agrees by placing an acceptance on the form. Violation of such an agreement is fraught with unpleasant consequences.

What is an "offer"?

Today such forms are very popular, but not all people understand the intricacies of such a transaction. An offer is a pre-stage of signing an agreement, a proposal about the intentions of one of the parties, where all the conditions are included. Compiled both orally and in writing. The term is also deciphered as a written offer from the seller to the buyer to sell products on specified terms.

The offer must meet the following requirements:

1. Targeting. Sent to one circle of people.
2. Materiality. The document must set out everything important conditions transactions.
3. Certainty. The text is drawn up in such a way that the intention of the offeror to draw up an agreement on certain conditions is clearly visible.

What is a “public offer”?

There are four types of offer:

1. Free. The proposal is sent to several consumers to study the market.
2. Public. Agreement for a large team.
3. Solid. The offer comes to a specific client.
4. Irrevocable. Sent to anyone who wants to make a deal.

What is a contract public offer- this is a proposal to draw up an agreement, which is not addressed to specific persons, their number is also not specified. The exception is when the text clearly states that the offer is available only to a certain circle, or if the online store did not bother to note the delivery order. Then such a document is not a public offer agreement, but an order of cooperation.

Characteristic manifestations of a public offer:

1. Price tags in stores. Anyone can take advantage of the offer, which is allowed both orally, in writing, and by the actions of the seller.
2. Data on website pages that list assortment, prices and guarantees.

What are “offer” and “acceptance”?

Offer and acceptance – important concepts procedures that have their own rules. Concluding a deal under an offer consists of two stages:

1. One participant makes a proposal for an agreement.
2. The second participant accepts the conditions and signs acceptance.

Acceptance of an offer is agreement with all points of the transaction with the signing of an agreement. If the second party wants to change the conditions, then, from a legal point of view, we are talking about abandoning the contract. The representative can also put forward his own demands. Only when both parties come to an agreement will the process be called an “unconditional offer.” A document is considered legally concluded after payment or fulfillment of obligations under the contract, and seals and signatures are affixed by agreement of the parties.

How does an offer differ from a contract?

Many people believe that an offer is a contract, but there are some differences in the essence of the terms. Experts note the following points:

1. An offer is a document that is drawn up and submitted by one party, and the agreement is formed by both participants.
2. The offers spell out more responsibilities than the rights of the representative who drew up the document; the second participant is only charged with paying for the purchase. And in the contract, obligations are distributed evenly.
3. In many other respects, an offer is similar to a contract because it presupposes all key points, and acceptance is equivalent to confirming the contract with a signature.

How to terminate an offer agreement?

Very important point is that the offeror may revoke the offer before acceptance. This will not be an official termination of the contract, since the deal has not yet been concluded. Refusal of the offer is recorded when the second participant does not accept the terms. The offeror puts forward certain deadlines in the text; when the agreed amount of time passes and no response is received, the offer is considered invalid. With a public offer the situation is somewhat more complicated, since it is concluded without signatures on paper. Termination can only be made by revoking the agreement.

Violation of a public offer - liability

The offer agreement implies a transparent relationship between the participants; if one of them violates the terms, this is subject to liability under the Civil Code. A violation of the offer is considered to be a change in the terms of the transaction. A public offer is an example of purchasing a product at a price tag that does not correspond to the amount written on the receipt. Such a discrepancy is a violation of the offer in trade.

Offer - what does it give to participants? Such a document provides freedom of action to the second party, which has the right to ignore the transaction or make its own adjustments. It is less profitable for the offeror, since this participant depends on the decisions of other persons and takes on more obligations. This form is most often used in retail trade, on a national scale, is used extremely rarely in international trade.

In Russian legal system In order to formalize commercial legal relations, the use of such sources as an offer and a contract is provided. What are their specifics?

What is an offer?

Under offer It is customary to understand an open (published somewhere), documented proposal of a commercial company to conclude an agreement with it and addressed to potential clients, partners, and buyers.

The offer, as a rule, sets out the main terms of the transaction. First of all, this is the cost of the product or service, its main characteristics, terms of delivery, maintenance and other options offered by the organization to accompany the transaction.

An offer is an offer formed by a supplier of products or services, which a potential client, partner or buyer has the right to accept, refuse or completely ignore. But the company, in turn, may have obligations associated with the release of the document in question.

The offer is:

1. public;
2. closed;
3. hard;
4. free (actually not an offer, but in demand - we will consider this feature later).

An offer classified as public is a document through which the supplier of a product or service offers to buy it to an indefinite number of persons. Such a source reflects the characteristics of a product or service, its cost, as well as the conditions for its provision.

Descriptions of goods in catalogs of online, and in many cases also offline stores, in which the above information is indicated, can be considered as examples of public offers. But it is necessary to distinguish the corresponding document from advertising, which usually records a limited list of product characteristics, and this is not enough to recognize the banner as a public offer.

A closed offer is a document through which a company offers to buy its goods or services to a specific group of people. As a rule, the need for this arises due to the confidentiality of the information contained in the document. An example of an offer of this type is an invoice for payment for a product or service.

A firm offer is a document that a company offers to an individual and specifies in it the terms during which it undertakes to sell its goods or services at the price indicated in the source.

A free offer is understood as a document that a company offers to several buyers, and as a rule, targeted, in order to obtain from them a fundamental answer regarding the prospects for purchasing the proposed product or service. Usually its text explicitly states that this is not an offer. Or it becomes obvious due to the content of the document. Therefore, the word “offer” in in this case used informally.

Regardless of the specific type of offer (except for a free one, for the reasons noted above), its execution by the company that issued the document is mandatory - if the corresponding offer is accepted by the buyer or client. That is - accepted in in the prescribed manner. An accepted offer is legally equivalent to a full-fledged contract.

If the company refuses to enter into an agreement with a partner on the terms set out in the offer, it will be held liable in accordance with the norms of the Civil Code of the Russian Federation. In particular, this may be the payment of a penalty to the person who accepted the offer, as well as compensation for losses, if any.

If the company that issued the offer changes its mind about entering into a transaction on the terms reflected in the document, then it has the right to withdraw it. But in this case, information about the revocation of the offer must reach its addressees before they become familiar with the provisions of the document. In addition, the source sometimes contains a provision that the offer can be withdrawn - in this case, the fact of its acceptance until the cancellation by the supplier does not matter.

What is a contract?

Agreement is a civil law agreement through which its parties establish the terms of cooperation, purchase and sale, lease of property and other nuances of legal relations. Until the contract is signed by both parties, they have no obligations to each other.

The terms of the agreement in question may be agreed upon orally or through the exchange of messages that are not legally binding documents before the transaction is formalized. They may initially contain all the conditions that are subsequently enshrined in the contract, but this will not matter. The key point of empowering the document in question legal force- its signing by the parties.

An exception is if any of the messages through which the details of the contract are discussed contain signs of an offer. If it is accepted, it will acquire the status of a contract. Let us note that in practice, concluding an agreement in an appropriate way involves an offline exchange of documents - with signatures and seals of the parties. Or online - in compliance with the requirements of the legislation of the Russian Federation on the protection and confirmation of data accuracy.

Comparison

The main difference between an offer and a contract is that it is a document, the preparation and publication (or address transmission) of which is carried out by only one subject, while a contract, as a rule, is formed by at least two parties.

Offers usually spell out significantly more responsibilities than the rights of the company that issued the corresponding document. For example, these could be responsibilities related to the supply of goods or services, or their maintenance in the case of electronic equipment. The obligations of the accepting party, as a rule, are limited only to payment for the goods.

In a contract, in turn, rights and obligations are usually more or less evenly distributed between the parties. It is a more balanced document in this sense.

In many aspects, an offer can be very similar to a contract: it is supposed to reflect all the main terms of the transaction, and its acceptance is actually an action similar from a legal point of view to signing a contract.

Having determined what the difference is between an offer and a contract, we will record the conclusions in the table.

Table

In the world practice of business relations, such a concept as 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 the 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 whose target audience is all companies that may be interested in the offer. Such paper must necessarily 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 contract 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.