Offer agreement - types and conditions, validity period and acceptance

What is an offer

An offer is an offer by one person (individual or legal) to conclude a transaction, an agreement with another person, also an individual or legal entity, and this can be either one person or an unlimited number, or even vice versa, a specific list of persons. The deal contains specific conditions that the other party can agree or refuse. If agreed, the seller guarantees the fulfillment of the proposed conditions and cannot make changes. For example, the bank sends you an individual deposit offer. If you accept it, the bank is obliged to give exactly the same interest rate and deposit period as indicated in the offer.

The word “offer” goes back to the Latin offertus (“offer”), it was used in business everyday life in ancient times. It is correct to say offer, placing emphasis on the letter “e”. In English, this term sounds like “Offer,” which is also translated as “offer,” but the closest translation of the essence of the term is a commercial proposal.

In the Russian language, the word “offer” has also long taken root, especially among information businessmen. It means making a special offer to the client that it will be difficult for him to refuse. For example, three products for the price of one, which can be purchased before a certain date.

An offer differs from advertising in that the offer of a product or service contains all the conditions of the proposed transaction. This is not an abstract description, but an exact fact. Example below:

Offer - sample

Therefore, when in an advertisement you hear “...the offer is not a public offer,” this means that the advertisement does not indicate all the available terms of the transaction. For example, a bank advertisement offers a loan “from 9% per annum.” However, not everyone will be able to get a loan under these conditions, since there are a lot of other inputs, ranging from the level of income and place of work of the potential borrower to his credit history and the period for which he wants to borrow money. Therefore, this proposal is not an offer, but a general description of the service, its maximum benefits and an invitation to receive more detailed conditions.

An offer differs from a contract in that only the seller has the obligation to fulfill the offer. The buyer may agree or disagree with the terms of the offer. But when he agrees and confirms this in the required form (for example, in a letter), then the offer turns into a contract, and obligations arise on both sides.

In legislation, the offer is regulated by Articles 435-449 of the Civil Code of the Russian Federation.

What is the difference between an invoice and an offer invoice? Sample invoice offer

There are several generally accepted rules that must be followed when drafting a document.

The invoice must include:

contract number; full company data, including the name and position of the compiler; subject of the transaction: what is proposed to be purchased; terms of offer: prices, delivery times; obligations of both parties; payment details; manager's signature.

The main difference between an offer invoice and a regular invoice is that in the first case the terms of the transaction and the obligations of the parties are specified.

It is not recommended to write out the offer on several sheets; it is better to clearly and clearly describe the offer on no more than one page. After the recipient agrees to the transaction, he must pay the invoice according to the stated conditions. A well-written offer can increase sales several times.

Also, if an error is made in the document and the addressee accepts the transaction, the sender will have to fulfill the stated conditions. Therefore, it is important to carefully check the final text before sending it. A sample invoice form for the provision of goods or services in doc and excel format can be downloaded here: in doc format in xls format The compiler has the right to prescribe specific validity periods for the offer.

If the addressee makes a decision after the offer ceases to be valid, the transaction is automatically nullified. In addition, the text specifies the dates of payment for the goods and delivery. After acceptance, the parties are obliged to fulfill all stated conditions.

Otherwise, there will be a violation of the contract, which entails punishment in accordance with Article 435 of the Civil Code of the Russian Federation. The fact of execution of the transaction is confirmed by documents. At the legal level, a transaction is considered completed when both parties have fulfilled their obligations, that is, the client paid for the product or service, and the seller, accordingly, provided it according to the offer.

Closing documents include an invoice for receiving the goods, a receipt for payment, and so on. The very concept of an offer implies mutual agreement. Until it is accepted by the other party, it has no legal force.

Only after acceptance is it considered that the transaction has taken place.

The response may come in the form of a written agreement or orally.

In some cases, consent is expressed in action. For example, registering on a website, placing an order or making a payment.

The client is obliged to respond to the offer: accept it or refuse. Consent to an offer is called acceptance. In simple words, the client's silence does not mean an actual refusal.

According to Article 436 of the Civil Code of the Russian Federation, an offer cannot be canceled before the specified period. It will also not be possible to change the conditions originally specified in the document.

If the addressee does not meet the deadline specified earlier, then he can send a response proposal with changed dates, but preserving all the obligations of the parties.

Civil law specifies cases when an offer can be terminated.

According to the law, this happens in two cases: If the addressee did not accept it on time, that is, at the time of the agreement, the offer expired.

Types of offer

Depending on who it is addressed to, the proposal can be of four types.

Public offer

The most common type used by many sellers. This is an offer addressed to an unlimited number of buyers. Any person who learns about the offer can purchase a product or service on the conditions previously stated by the seller. The simplest example is a price tag in a store indicating the cost and quantity of goods. You can buy the product at this price, or you can go to another store. If you buy, you become an acceptor, and a cash receipt is a contract.

The same thing, for example, in a restaurant: the menu is an offer, and your order is an acceptance. The waiter is obliged to bring you exactly the dish and in the quantity indicated on the menu. Otherwise, you have the right to demand an adequate replacement or non-payment.

Public offer from Burger King aimed at an unlimited number of persons

Firm offer

An offer aimed at a specific client. This could be a personal offer from a bank, a personal discount in a store, and so on. Also, a firm offer is sent to the client who has the right of first refusal. For example, an official dealer.

The main features of a firm offer are:

• in the offer - a specific product with a specific price;
• a similar offer cannot be made to other buyers until the offer period has expired;
• The client's consent automatically means the transaction is completed; the contract is optional.

Firm offer - example

Free offer

This is an offer without clear price parameters - it is usually made if a company enters a new market and is trying to determine the competitive cost of its products. A free offer is sent to a wide range of people - those who could potentially become a client. It has no expiration date. If the buyer is ready to purchase the product, he, in turn, sends the seller a firm offer indicating the price, delivery time and other conditions. The seller may accept such an offer (then the transaction takes place), or he may refuse.

Irrevocable offer

Also called closed. An offer to specific persons that the person who made it cannot withdraw. Most often used in the field of securities circulation: a company makes an offer to its shareholders to buy back shares, which is valid until the securities are bought back at a predetermined price.

Public irrevocable offer - example

Document structure

When composing the text part of the document, specific information should be provided. You should not stretch it over several pages, since there is a high probability that the recipient will not want to read them due to lack of time or interest. The proposal must be concise and presented in an easy to understand manner. After reading the commercial proposal, the client must understand what is being offered to him and what exactly he needs to do to take advantage of it.

The legislation does not provide for a regulated form of the document, therefore business entities have the right to independently develop a sample invoice offer for the provision of services. In this case, management needs to focus on local regulations for the enterprise. When preparing a document, it should be taken into account that it will be more effective if it is prepared on company letterhead, which displays the company logo and its details.

The document must have a title that reflects the essence of the proposal. It must be registered in accordance with the requirements of local acts of the enterprise, focused on registration and accounting of internal papers. The invoice-offer should indicate the serial number of the document and the date of its preparation. All documentation can be drawn up according to a single template, for which the responsible person needs to develop a sample invoice for the supply of goods.

Having reviewed the offer and decided to accept it, the client must clearly see where and to whom the funds need to be paid. He should not have questions regarding the nuances of conducting a financial transaction. Therefore, at the top of the document it is recommended to indicate the contractor’s data necessary for processing payment documentation and making a money transfer.

A sign of respect for a partner is to address his management by name and patronymic, indicating his position. To do this, the contractor must take care in advance to obtain the necessary information, which is important when contacting an entity with whom there has been no previous cooperation.

In the text part of the offer invoice, you should display the subject of the agreement, which will indicate the immediate offer and the conditions under which you can use it.

A separate section reveals the nuances of conducting a financial transaction, as well as delivery times and additional terms of cooperation due to the need for packaging, delivery arrangements, and loading and unloading operations.

What should be in the offer

Any type of offer, with the exception of a free offer, must comply with the following conditions:

• the person to whom the offer is addressed must have an understanding of the terms of the future transaction - the method of its conclusion, form, timing;
• the offer specifies the addressee (a specific person, a circle of persons - limited or not);
• the text indicates the obligations that the seller undertakes if the buyer accepts the offer;
• the price or price gradation is indicated depending on the terms of the transaction;
• there is a clearly expressed call to buy or sell a product or service;
• all special conditions are reflected (if the sale of goods is regulated by separate laws - circulation of land, weapons, etc.).

When to use

If a company has many buyers and customers, then even drawing up ordinary standard contracts takes a lot of time: drafting, agreeing and signing. But what if the partners are in another city?

In this case, the Internet will come to the rescue to overcome the distance. In most cases, a commercial offer is sent to all potential clients by email.

It is worth noting that the offer cannot be withdrawn before the deadline for its acceptance. Therefore, organizations making offers must carefully check all data provided.

Example. If the unit price of the product is 1,100 rubles, and you make a mistake and indicate 110 rubles, then if the offer is accepted, you will suffer large losses, since you will only receive 1/10 of the cost. And most importantly, the law in this case will be on the side of the consumer to whom you have made a specific official offer.

Let's consider when an offer invoice is used:

1. In practice, an offer is used when a new product or service appears that no one knew about before. Making a competent proposal and sending it is a great way to make a profit in the shortest possible time.
2. If you need to quickly sell a product at a reduced price. You could say this is an offer as part of a special limited-time promotion. When sending an invoice offer, the end date of the offer is clearly stated.
3. And, of course, companies send proposals when it is necessary to develop a client base and attract a new client to the company. Regular recommendations from existing clients can be used as contacts.

In what form is the offer made?

The legislation of the Russian Federation provides for two forms of offer:

1. Oral offer - according to Article 161 of the Civil Code of the Russian Federation, this form is only suitable for transactions between individuals in the amount of up to 10,000 rubles.
2. A written proposal is for transactions of legal entities among themselves and with individuals, as well as for transactions between citizens, if this is provided for by special laws. There are several other types of such offers:

• A letter (an offer to a specific person to complete a transaction on the terms described in the offer itself).
• Draft contract (a proposal to a specific person to enter into an agreement on the terms described in it, with the text of the agreement attached).
• Standard offer (an appeal to a group of people with an offer to make a transaction on the same terms for everyone; the conditions are stated in the attached agreement or in the text of the offer).

Offer agreement - example

How to make an offer correctly

Each offer must reflect the essential terms of the transaction:

1 Addressee of the offer

The addressee is written in the same way as in any business letter where there is an address to a partner. The text depends on who the proposal is addressed to. If for one person, then the full name and, in some cases, the position (if you are addressing an official) are indicated.

2 Heading

Its presence is not necessary, and most often the title is not included in a regular offer letter (the main thing is that the word “offer” is present in the text). But if an offer and an agreement are sent to the addressee at the same time, then most often a heading like “Offer and agreement for training in advanced training courses” is used. This is necessary so that the proposal is correctly perceived - as a document that needs to be signed.

3 Offeror (seller or buyer)

There are two different approaches to presenting information about the offeror. Some companies write all the information about the seller:

“Bank “Twist”, TIN 1234567880, OGRN 1234567890, account number such and such, address: Kemerovo, st. Vologogradskaya, 11a, represented by the director of the southwestern branch Ivanov I.I., acting on the basis of power of attorney No. 12345 dated 01.01.2018, offers you...”

Others use a more efficient method, separating the message to the client with details that are sent to the end of the document:

“Bank Twist, one of the TOP 3 regional banks in terms of the size of deposits, invites you to open a deposit on the following conditions...”

Wherever the details are in the end, they must be complete, since in fact, with your proposal you are offering to conclude an agreement. A link to the official website of the referent is allowed (indicating the specific section where the data is contained).

4 Client (object of offer)

This is an individual or legal entity who has the right to take advantage of the offer. The client can be either the addressee or other people or organizations. For example, subordinates of the addressee or employees of a legal entity related to the addressee by contractual relations. If you need to limit the circle of clients, do not forget that you cannot introduce restrictions on the following grounds:

• by gender (with the exception of specific actions that cannot be performed with a person of a different gender - for example, a gynecologist’s offer will always be addressed only to women);
• by race or color;
• by nationality;
• by language (except for situations where ignorance of the language makes it impossible to participate in the proposed activities);
• according to the age;
• by religion;
• by place (city, country) of residence;
• by belonging to one or another social group.

An example of a correct restriction: “The discount can be received by all employees of your enterprise who have been working in the organization for at least one year.”

An example of an incorrect restriction: “The discount can only be received by residents of houses within a 1 km radius of our supermarket under the age of 27.”

There may be exceptions to the above list (for example, travel tickets at a reduced price are often offered only to residents of a given municipality), but they must be related to objective circumstances.

5 Contents (conditions) of the offer

It’s not enough to just list the services or products offered, you also need to show the end result - what the client will receive when he takes advantage of the offer.

If we are talking about a product, its purpose must be described, as well as the main characteristics (dimensions, weight, power, manufacturer, etc.) and rules of use.

If we are talking about a service, its essence, time of provision, and qualifications of your employee are indicated.

In order not to inflate the text of the offer, its content is often published on the website, and in the letter a reference is made to the corresponding page of the Internet resource. But you need to take into account that the information posted on the Internet must be comprehensive, otherwise the letter will not be an offer.

6 Price

If you send an offer without a contract, it must indicate the price or a link to the price. Let's say you send an offer to purchase gold jewelry with a 25% discount - in the offer you can indicate the price or the address of the product page on the website where its price is written with or without a discount. It is not necessary to indicate the amounts of commissions and other related payments (for example, when purchasing through an online store with delivery). You offer the client a product, not a delivery or electronic payment service. At the same time, information about the cost of delivery and other commissions upon purchase should be available to the client - for example, in a special section on the website. You are not required to link to this section.

If the offer comes complete with a contract, the price is indicated in the corresponding section of the contract; it does not need to be included in the text of the offer.

Invoice agreement (offer): types and procedure for acceptance

The classification of invoice offers distinguishes 4 types of documents:

1. Firm - the offer is intended for one specific client, the wording and conditions are adapted to the possible requirements of this client.
2. Irrevocable – cannot be revoked under any circumstances.
3. Free – the document is drawn up taking into account the capabilities of several specific buyers.
4. Public – mass offers, they can be announced through the media.

If the organization to which the invoice agreement was addressed decided to agree to cooperate with the company that issued the document, then the invoice is accepted. Acceptance is considered valid subject to the transfer of the full amount on the invoice. Until the funds are transferred, the transaction is in the status of consideration.

An invoice offer does not automatically imply obligations for the recipient of the document. Obligations within the framework of the transaction arise for both parties immediately after payment is made on the invoice. Working using the method of sending invoices is convenient for small and large organizations. This method allows you to familiarize yourself with the key requirements and conditions of the supplier at a preliminary stage without significant time expenditure on negotiations.

Any citizen almost always enters into some kind of contractual relationship. Such civil relations may take the form of an offer or a contract. In essence, an offer and a contract are types of agreements that represent civil legal relationships that arise in the presence of certain obligations. The rights and obligations stipulated in this case are binding in accordance with the current Codes.

Validity period of the offer

There are four options for deadlines for offers:

1. Limited period for an irrevocable offer - the offer cannot be withdrawn during the entire period specified in it. If you received an advertising booklet in which the refrigerator is on sale at a 30% discount until the middle of next week (and there is no indication in the booklet that it is not an offer), then this is exactly the period you have to accept the offer - buy refrigerator at a reduced price. If time X has passed and you or another buyer has not responded, the terms of the offer are canceled and the refrigerator is sold again at the regular price.
2. Limited period for a revocable offer - the seller indicates in the booklet that the promotion on refrigerators may end at any time. If you make it before the seller withdraws the offer, you buy the refrigerator at a reduced price.
3. The period is regulated by law - usually this concerns the sale of securities or land.
4. The period is not set - in this situation, as a general rule, the offer terminates after 60 days, unless the seller expresses a different desire.

When to use

If a company has many buyers and customers, then even drawing up ordinary standard contracts takes a lot of time: drafting, agreeing and signing. But what if the partners are in another city?

In this case, the Internet will come to the rescue to overcome the distance. In most cases, a commercial offer is sent to all potential clients by email.

It is worth noting that the offer cannot be withdrawn before the deadline for its acceptance. Therefore, organizations making offers must carefully check all data provided.

Example. If the unit price of the product is 1,100 rubles, and you make a mistake and indicate 110 rubles, then if the offer is accepted, you will suffer large losses, since you will only receive 1/10 of the cost. And most importantly, the law in this case will be on the side of the consumer to whom you have made a specific official offer.

Let's consider when an offer invoice is used:

1. In practice, an offer is used when a new product or service appears that no one knew about before. Making a competent proposal and sending it is a great way to make a profit in the shortest possible time.
2. If you need to quickly sell a product at a reduced price. You could say this is an offer as part of a special limited-time promotion. When sending an invoice offer, the end date of the offer is clearly stated.
3. And, of course, companies send proposals when it is necessary to develop a client base and attract a new client to the company. Regular recommendations from existing clients can be used as contacts.

How to respond to an offer

There are several types of response to a proposal.

A positive response to an offer, as already mentioned, is called acceptance. It must be unconditional and complete. If you do not agree with any particular condition, the offer cannot be accepted - the seller must make you a new offer.

Silence (lack of reaction to a sent letter) does not constitute consent.

Acceptance can occur not only in the form of concluding a written contract or the buyer writing any agreement to the terms of the offer. Approval often occurs in the form of so-called implied actions. These are actions that directly and definitely indicate a person’s desire to conclude a deal. For example, you check the box “I agree with the terms of service” on the website. Or you pay a receipt for the provision of any housing and communal services. Or you ship products in response to an offer to do so.

A negative response is taken into account by the seller, but is not a mandatory reason for withdrawing the offer. The buyer may change his mind.

Violation and methods of termination of the offer

You can terminate the offer in two ways:

1. Voluntarily - the seller withdrew the offer before it was accepted by the buyer, or the offer period expired and the buyer did not confirm it.
2. As a result of violation of the offer or its terms. An offer is not considered an offer if the seller does not indicate all the essential conditions - in this case, the transaction may be terminated by the court. Also, a violation of the offer is failure to comply with the conditions specified in it: you buy a product in a supermarket at a promotional price, but it turns out that they simply “forgot to remove it.” In such a situation, the seller is obliged to return the money or sell the goods on the terms specified in the offer.

Answers to readers' questions

What is an invoice offer

An invoice offer is an offer to conclude a transaction by paying the invoice presented to the client. Along with the details of this account, the offer contains all the information necessary to conclude an agreement, starting with the agreement number and ending with the details of the company (for a complete list, see the chapter “How to draw up an offer correctly”). The invoice also specifies the responsibilities of each party. The invoice offer is valid until the expiration of the period specified in it. After accepting such an offer, both the seller and the buyer must perform all the actions provided for in the document.

Invoice offer - example

What is a bond offer?

In this case, an offer is an offer to repay bonds early at a pre-agreed price. In the vast majority of cases it is used for corporate securities. The state practically does not make such offers for its issued bonds.

There are two types of such offers:

1. Call offer - on the date announced by the issuer (bond seller), the owners of these securities are obliged to provide them for redemption in whole or in part (depending on the terms of the bond issue that were communicated to the client upon purchase). This is a rare type of offer, most often used for Eurobonds in dollars and euros. More profitable for the issuer.
2. A put offer is an irrevocable offer to sell bonds, which the holder may or may not accept, retaining the securities until the date of the next offer. The issuer is obliged to redeem all bonds presented for redemption. This offer is widespread on the Russian securities market and is convenient for the investor (owner of shares).