Trade offer - what is it and what should it consist of?
It is commonly believed that an offer and a commercial offer are synonyms, however, in the context of legal provisions, the two terms do not mean the same. How do they differ and how should a commercial offer be constructed? We answer.
Offer and commercial offer in the provisions of Polish law
The Polish legal system does not use the concept of a commercial offer, but simply an offer. It is widely discussed in Chapter II of the Civil Code and means a method of concluding a contract in which one of the parties - the tenderer - presents the conditions, and the other - the Oblate - must expressly comment on them - either accept them in full or reject them in their entirety. Therefore, it is not to present the conditions to the other party, indicating that they may change, or those that leave some space for negotiation. The offer may be presented not only to a single person or enterprise, but also to a larger group of oblates, but in such a situation the tenderer should conclude a separate agreement with each of them.
The offer and commercial offer should contain specific terms of the contract, not only its general outline. It may be submitted in an oral, written, electronic or other means of distance communication - provided it has met the above-mentioned conditions, it is considered effective. Electronic submission of the offer was discussed in detail and extensively. The reason is its popularity - entrepreneurs more and more often contact recipients of their goods or services by e-mail.
Commercial offer and the date of conclusion of the contract
The deadline by which the Oblate should respond to the tenderer in order to effectively conclude a contract with him should be indicated in the text of the commercial offer. The situation in which it would not have such provisions is governed by Art. 66 par. 2 of the Civil Code:
Art. 66. § 2. If the tenderer has not indicated in the offer the time limit within which the response will be expected, the offer submitted in the presence of the other party or by means of direct remote communication ceases to be binding if it is not accepted immediately; if submitted in any other way, it ceases to be binding with the expiry of the time during which the bidder could, in the ordinary course of activities, receive a reply sent without undue delay.
Invitation to conclude a contract and a commercial offer
As you can see, the concept of an offer functioning in the law differs slightly from that which is commonly used. What are commonly recognized as features of a commercial offer, that is:
description of the entrepreneur's assortment,
description of the operation and methods used by it,
the price of the offered products or services,
company contact details,
an incentive to conclude a contract without indicating its specific subject and regulations.
It is, in fact, an invitation to conclude a contract. The differences between the two documents may seem trivial, but the main difference is that the invitation to conclude a contract is much less formal - it may contain illustrations, advertising slogans, or simply an enumeration of the tenderer's goods or services - while the offer and commercial offer as already mentioned, it contains ready-made, non-negotiable and final terms of the contract to be joined by the parties.