The word “offer”, sometimes found on various Internet sites or in the press, makes us think for a moment about its meaning, then something distracts us and we forget about it. Let's figure out once and for all what it is in simple words.
“Offer” or “offer” - which is correct?
The term comes from the Latin "offero", which means "I offer", so the correct spelling of the word is "offer".
Offer - what is it?
This is the name of an offer to conclude a contract. This is a written or oral proposal for cooperation, which contains a list of conditions, which are then prescribed in concluded bilateral agreements or observed when concluding transactions. The official definition of this term is stated in Art. 435 of the Civil Code of the Russian Federation.
Usually the offer is made in in writing, after which the offeror (the one who compiled it) sends it to the acceptor (the one for whom it is intended). If the acceptor accepts the terms offered to him, then this is the reason for concluding a bilateral agreement or completing a transaction.
Types of offer
Depending on who they are sent to, offers are divided into:
- free;
- hard;
- irrevocable;
- public.
Free
A free offer is an offer that is a reason to begin negotiations, during which the proposed conditions can be supplemented or changed. It applies to a limited circle of people and can be used by the offeror to study market dynamics.
Solid
A firm offer is a proposal that specifies a proposal for cooperation with clear terms and conditions of the transaction. It always specifies certain periods during which the seller binds himself. It is always sent to a specific person.
Irrevocable
An irrevocable offer is typical for the banking environment and the sphere of securities circulation. As the name suggests, it has no recall option at all. It is usually used by issuing companies that offer shareholders the redemption of securities.
Public
A public offer is an offer in which any person can act as an acceptor (this type is considered the most common). It clearly states prices, terms of the transaction and terms.
Public offer - what is it in simple words?
In simple words, a public offer is intended for a wide range of people. Most simple examples are the price tag on the product in the store, the display of the product in the window, the menu in the restaurant, etc.
“Not a public offer” - what does it mean?
Often on Internet sites and in printed publications under advertising texts there is the inscription: “This is not a public offer.” This means that the published text should not be considered an offer to enter into a contract. In fact, such texts offer to buy something, but there are no clear conditions for concluding a transaction.
If the advertisement specifies prices and clear terms of cooperation, then it is a public offer. This means that if the seller does not sell the product exactly on the terms specified in such advertising, then he will face problems with the law. The inscription “Not a public offer” allows overly cautious or unscrupulous advertisers to avoid many troubles.
What should the offer contain?
As mentioned above, the offer must contain certain clear conditions for concluding an agreement or completing a transaction that the offeror offers to the acceptor, and also have such features as completeness of information (it must indicate all aspects of the future transaction) and targeting (it is drawn up for a specific person or for a certain circle of people).
Important: The offer must contain an unambiguously interpreted intention of the offeror to conclude an agreement or make a transaction with the acceptor.
Offer and acceptance
An offer reflects the will of one of the parties who wants to conclude an agreement or transaction. Within the period specified therein, the acceptor must either accept the offer or reject it. In case of full agreement with the proposed conditions, the acceptor must respond with acceptance. If there is no answer with consent, this means refusal.
There may be cases when the one to whom the proposal is sent carefully studies the document and draws up a protocol of disagreements on unacceptable points, and then sends it to the offeror. In this case, the offeror can draw up a new offer, which will take into account the information sent to him, and send it again to the acceptor.
Acceptance with immediate effect is typical for oral offers. This possibility is provided for transactions that are concluded orally.
Important: if the offer is accepted, it serves as the basis for VAT deduction.
Validity period of the offer
The offer may or may not indicate the period for receiving acceptance. If it is indicated and the possibility of revocation is not provided, then it is not possible to do this before the expiration of the period for receiving acceptance. If a period is specified, but the possibility of revocation is stipulated, then, if necessary, the offeror has the right to revoke it. If the period is not specified, then it is valid for the period of time established by laws or legal acts, which is considered normal for obtaining acceptance of such a proposal.
Offer - examples for reference
The offer may be:
- a letter with an offer from one entrepreneur to another to purchase a consignment of goods with a clear indication of the price, terms of payment and delivery time (acceptance in this case will be a letter or telephone call expressing agreement with the proposed conditions);
- an invoice in which, in addition to the name of the goods, its value and quantity, the terms of payment and delivery, as well as the terms of shipment of the goods are specified (by sending an invoice, the offeror makes a commercial offer to the acceptor, and if the acceptor pays for it, this means that he fully agrees with the terms of the transaction specified in the invoice);
- the range of goods published on the website, cost, terms of delivery and payment (but if it is indicated that the offer can only be used by a certain circle of people or the online store does not describe the delivery procedure and the seller’s guarantees, then such an offer is not considered an offer).
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An offer is an offer to conclude an agreement or complete a transaction. Depending on who it is intended for, there are several types. If the acceptor accepts the terms of the offer, then the contract with him must be concluded on the previously proposed conditions.
Offer agreement (offer)- this is an offer by one person to conclude an agreement addressed to another person (or persons). An offer may be made orally or in writing and may be addressed to one specific person, several persons, or an indefinite number of persons.
In accordance with Russian legislation, the offer agreement must clearly and unambiguously state the intention to conclude an agreement between the person who made the offer and the addressee, as well as all the terms of the agreement, the procedure for their determination and execution.
The conclusion of an offer agreement occurs if the second party (addressee) agrees to enter into an agreement. Acceptance of the terms of the offer and consent to conclude a contract is called acceptance. Acceptance may be recognized as certain actions counterparty. The absence of a response to an offer cannot be recognized as acceptance unless this is determined by law or the terms of a specific agreement. For acceptance, a certain period is established during which the offer cannot be withdrawn.
A public offer is an appeal to an indefinite number of persons.
In practice international trade Two types of offers are accepted: free and firm.
A firm offer involves sending a written offer to sell a consignment of goods to one specific counterparty, and the offer specifies the period during which the sender is considered bound by the offer and cannot offer anyone else the consignment of goods to which the offer relates. The same product can be offered to other buyers only after the expiration of the acceptance period or the counterparty’s refusal to conclude the contract.
A free offer allows you to send offers for the sale of the same product to several buyers. In this case, the acceptance period is not established. A free offer is an offer to enter into negotiations.
In the 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:
- public;
- closed;
- hard;
- 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, it was accepted 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 verbally 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. Key Point giving 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 technical maintenance if it is 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
| Offer | Agreement |
| What do they have in common? | |
| An accepted offer is similar in legal nature to a contract (considered as its variety) | |
| What is the difference between them? | |
| Drawed up by one subject, the rest - only accepted (subject to agreement with the conditions contained in the document) | Compiled by at least two entities that are parties to the agreement |
| As a rule, it implies the emergence of a greater volume of responsibilities for the party that issued the document, and not for the entity that accepted the offer. | As a rule, it assumes a relatively equal distribution of rights and obligations between the parties to the transaction |
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 business letter, in this case, the project is drawn up at a meeting of the parties after agreeing on all points of the future contract.
An example of an offer in everyday life would be an offer from one neighbor to sell him this or that product. agriculture to another, that is, the offer can also be in the form of an oral proposal (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 online mode receive funds to the card. 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 times;
- 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 product, 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 a contract, rather than the contract 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 offeror.
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.
You want to enter into an agreement with an individual entrepreneur, but you are afraid. the article will help you.
Important: the text of the offer agreement is legal document and must 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 way of concluding an agreement is determined - one-time, framework with additional orders, public offer or customer 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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Few people involved in certain transactions know what an offer is. This word has Latin roots. Literally translated, it means “I offer.” Let us consider further in detail what an offer is.
General information
What is an offer? In simple terms, this is an offer to complete a transaction. It contains essential conditions and is addressed to a specific person, an indefinite or specific circle of potential clients. If the recipient accepts the offer (expresses consent), then the parties enter into an appropriate agreement. The direction (publication or release) of an offer obliges the person from whom it comes to complete the transaction in the manner prescribed by law.
Offer: Civil Code of the Russian Federation
For clarification, please refer to Art. 435, paragraph 1 of the Civil Code. The provisions of the article define what an offer is. It is recognized as a proposal that is addressed to several or one specific person, sufficiently expressing the applicant’s intention to consider himself a party to the transaction that will be concluded with the participant who accepted it. The terms of the offer must be clear and precise. The proposal can be expressed either orally or in writing. In addition, the offer is mentioned in Art. 11 Federal Law "On Advertising". The provisions, in particular, indicate the validity period of the offer. So, according to Art. 11 Federal Law, if an advertisement is recognized as an offer, then it is valid for 2 months from the date of its distribution, unless a different period is specified in it. 
World practice
In many European countries, the offer agreement must contain essential clauses. For example, a sales agreement includes information about the item and its value. According to Anglo-American law, an offer must be not so much definite as determinable. This means that the potential recipient must be able to understand the essence of the proposal, although the points themselves may not be specified. For example, the proposal may not indicate a price. The conclusion of an offer in this case presupposes the establishment of a “reasonable cost”.
Features of the entry into force of the agreement
When does the offer begin? The Civil Code of the Russian Federation explains this point in Art. 440, 441. In accordance with the norms, the agreement is considered to come into force from the moment when the person who sent the proposal received acceptance (consent). Anglo-American law provides for a special rule. In accordance with it, the contract will be considered concluded at the moment when the acceptor lowers the offer to mailbox regardless of the deadline for the potential client to receive this letter. Differences in the interpretation of the time of transaction have an impact on the distribution of the risk of loss of correspondence or late receipt of a response to it. The offer may specify in advance the procedure in accordance with which the moment of concluding the agreement will be determined. This will avoid discrepancies due to existing different countries traditions. In the absence of special reservations, silence is not recognized as acceptance. 
Classification
There are several types of offers. In particular, there are:
Bonds
Many issuers introduce an offer when dealing with securities for their early redemption at a pre-agreed price. For long-term bonds, such a proposal may provide a means by which the issuer and investor are able to adjust the yield. In some cases, bond coupon payments may be less than the market price. By offering a security, the issuer has the opportunity to regulate its profitability. The offer date is set in advance and cannot be changed. Through an offer, the investor can also regulate credit risks, and the issuer can regulate interest rates. The bond redemption price is set by agreement of the parties. It may be lower or higher than the market price of the security. The redemption procedure is also established by the agreement signed by the issuer and the investor. 
Acceptance
It is recognized as the response of the person to whom the proposal is addressed regarding its acceptance. It must be unconditional and complete. Silence does not act as acceptance unless otherwise comes from the law established earlier business relations or business customs. When the person who received the offer, during the period established for its acceptance, takes actions to fulfill the conditions given in it, this is considered a response (consent). Otherwise may be provided by law, other regulations or stated in the proposal itself. Actions to accept an offer, for example, include payment of a set amount, shipment of goods, provision of services, and so on.
