The term from the title of the article we constantly meet in both business and everyday life. All kinds of promotional offers are especially full of this word. But what is this - an offer - in simple words? In the article we will analyze the concept in detail, making it simple and understandable to the reader.
What is an offer?
The word is formed from lat. offero, which means "offer." An offer is an offer to conclude a transaction. It must necessarily list the important points of the future agreement. And it can be addressed both to a specific person, and to a whole circle of persons - limited or unlimited.
So what is that in simple words? Offer - a written or oral offer to buy something from its addressee, sender. Its important points:
- Subject of the proposal.
- The price of the product.
- Dates of consent.
- The rights of each of the parties.
- Regulations governing the transaction, etc.
This word is also associated with another, also a little incomprehensible - "accept". What does it mean? Accept - accept the offer, its offer. Expressing its approval, the acceptor (or a group of acceptors) agrees to conclude an agreement on the conditions specified in it (offer). In turn, the person who issued (sent, published) the offer is obliged to conduct a transaction with an acceptor.
Now we turn to the official definitions of the concept.
Letter of the law
Offer agreement - what is it in simple words, we have sorted it out. Now let's see how this concept defines the legislation of the Russian Federation.
According to Clause 1, Article 435 of the Civil Code of the Russian Federation: an offer is an offer that is sent to one or several specific recipients, expressing clearly the intentions of the person who published it, to consider himself having concluded an agreement with the one who will accept the offer - an acceptor. The offer must contain all the key terms of the contract, as well as other important information for the counterparty.
According to Art. 11 of the Federal Law "On Advertising" the following is issued: if the Russian Civil Code recognizes any advertisement as an offer, then such a proposal shall be valid for 2 months from the date of publication of the advertisement, banner, video, etc., unless otherwise specified in it.
It is also important to keep in mind the UN Vienna Convention of 1980, which was also signed by the Soviet Union. The Russian Federation, therefore, will be its successor. This document is useful in resolving disputes when the offeror and acceptor are citizens of different states.
Offer in other countries
If we turn to European law, then there will be slightly different regulations. What is an offer? This proposal reflects all the essential conditions of a future contract. When buying and selling, this is, for example, the subject of bargaining and its price.
And what is an offer in Anglo-American law? This is not so much a definite as a definable sentence. In other words, the addressee should be able to understand all the important terms of the contract, even if they are not specified in the offer itself. For example: the offer does not contain a price. However, if the addressee has become an acceptor, then the goods are sold to him at a "reasonable cost."
Simple example
In order for the reader to fully develop the puzzle in his head, we give one simple and original sample of the offer.
A young man invites his beloved girl to marry him. Moreover, not for fun: the guy bought a ring, gathered relatives, followed all the accepted customs and traditions.
A girl can in this situation agree and refuse. But the young man can’t change his mind back, he can’t change his mind. According to ethical principles, he is obliged to marry a girl after his proposal. Unless, of course, such a desire will be mutual.
If you transform this situation into a business one, you get a pretty vivid example of an offer.
Key features of the offers
All offers of the offer share the following general features:
- Availability of a set of future contract terms.
- The offer of the provider to conclude an agreement on the future purchase of its goods, products.
- The absence of ambiguities, understatement - the conditions of the proposal are clear and understandable to each of the parties.
As for the invitation to conclude a transaction, it is typical for the offer of a service or product with the following features:
- Listed items for sale.
- Published information on the price and quality of these items.
- Be sure to indicate the period during which the addressee can send his acceptance (agree to a deal).
On entry into force
It is important to know how legislation governs the entry into force of an offer. This information contains Art. 440, 441 of the Russian Civil Code. Everything is simple here: the contract is considered concluded immediately after the recipient has agreed to the terms of the offer.
Silence acceptance (consent) is not considered! Often, so that there is no omission, the offer indicates the procedure for concluding a contract.
And if we turn to American law, we will see that the so-called "mailbox rule" is in effect in this country. That is, the contract will be concluded immediately at the moment when the acceptor sent the letter expressing his consent to the mailbox of the sender of the offer. Or, in a modern manner, - replied with an approving message to the offer by e-mail.
What can be the offers?
What is an offer? Under this term, several types of offers are hidden. Briefly consider them:
- Public offer. This proposal is sent to an indefinite circle of people. It also contains all the key terms of the contract. The offeror (the person who issued the offer, its issuer) expressly agrees to conclude an agreement with everyone who responds to his proposal. Therefore, the acceptor has the right to demand from him the fulfillment of the obligations specified in the offer. By the way, this is the most common form of this proposal.
- Free offer. This includes offers sent to several expected buyers. Distributed by the provider for preliminary market research.
- Solid offer. An offer that is sent to only one potential buyer. Moreover, it necessarily contains the period during which the offeror is bound by the obligations of the act of sale. If acceptance is received from the addressee at that time, the transaction will automatically be completed.
- Irrevocable offer. Such a term means the conclusion of the contract by the provider on the terms specified by him with all comers without the possibility of recalling or canceling a previously published offer. It is mainly used by corporations-shareholders in invitations for redemption, redemption of securities in the direction of its shareholders.
Read more about the public offer
Public type of offer - this is an offer for all who respond. At the same time, when placing it, the provider must take into account that he does not have the right to give preference to any one person when concluding the contract. Exception - cases stipulated by state legislation.
Art. 437 of the Civil Code of the Russian Federation indicates three important and mandatory conditions for all public offers:
- The proposal to conclude a contract should reflect all the essential conditions of the latter.
- It should be clear to all recipients that the provider expresses its intention to conclude a contract of sale.
- The transaction will take place between the provider and the person who, without reservation, accepts the expressed offer.
Paragraph No. 1 of this article also by default calls the following a public offer (unless otherwise provided in the proposal itself):
- Exhibited goods on the shelves.
- Demonstration of product samples in printed, virtual catalogs.
- Goods located in specialized points of sale.
- Showcases.
- List of products in online markets.
- Menu with dishes in cafes and restaurants and so on.
The public offer sample necessarily includes:
- Consent to the processing of personal information about the client (which one).
- Warranty and Duration.
- The procedure for payment of the name.
- The ability to deliver goods.
- The procedure for returning low-quality, not suitable products.
- Consideration of claims by buyers, dispute resolution in court.
About the contract
Since most often both parties (the offeror and the acceptor) cannot be present in one place during the transaction, a simple acceptance becomes the method of its conclusion.
The offer agreement itself is similar to the standard one: counterparties are indicated, the subject of which the document is being compiled, obligations of the parties, payment methods and procedures, deadlines for responding to the proposal, details and signatures of the parties. He is considered a prisoner when an action is performed that was previously recognized by acceptance.
Offer and advertising
Often, watching or listening to advertisements, we come across an annoying " offer is not a public offer." What does this mean? Despite some similarities in proposals, global law does not equate advertising with an offer.
According to the Russian Civil Code (Article 437, Clause 1) advertising is a willingness to accept an invitation to bidding, negotiations. Thus, a commercial offer will not always be an offer. It is distinguished by a more free presentation, the absence of certain periods of validity, etc. You cannot force the seller to sell you the goods under the conditions specified in the advertising booklet, unless it is written on this paper that it is a public offer (Civil Code, Art. 435).
However, in world practice there is one “but”. If the advertisement contains information that misleads the consumer regarding the price, the subject of sale, then it can be considered as an offer. In other words, the seller, the manufacturer is obliged to conclude an agreement with the buyer precisely on the conditions that he indicated in his proposal.
Bonds and offer
The offer of the supplier is not the only type of this offer. It is also used by bond issuers. In this area, an offer is the opportunity to repay a given type of security at a predetermined price.
For long-term bonds, an offer is a means by which regulation of profitability by both the issuer and the investor becomes possible. Sometimes coupon payments may be lower than the market value of a security. So the issuer straightens its profitability.
The bond offer date is always set in advance and cannot be changed. With this opportunity, the issuer regulates interest rate risk, and the shareholder - credit risk. The buyback price on offer is the amount to which both parties (investor and issuer) have come to the result of negotiations. It can be both above and below the market price of a bond. The repurchase procedure itself is always determined by the contract concluded between the issuer and the shareholder.
So we sorted out from all sides what is an offer. Today, its most common form is public, which is important to distinguish from regular advertising.