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Attorney. Specialist in commercial and labor law. Over 16 years of experience in legal support of businesses - debt recovery, contract enforcement, recovery of damages, commercial property and lease disputes.
Public offer agreement
Business entities in various fields of activity use a public offer contract for more comfortable conditions of interaction with customers. It regulates the legal relationship between the entrepreneur and the buyer who wants to accept the offer to purchase his goods or use certain services.
The conditions set out in advance for each consumer cause the latter to understand the transparency of the relationship, which is important in the relationship of both parties.
What is a public offer agreement?
This is a public contract, the essence of which is that the service provider/seller undertakes to provide services/sell goods to anyone who applies to him.
The parties to the offer contract:
- Any person who has accepted this contract (buyer)
- Seller
This agreement is addressed to the general public and represents an offer from the seller to conclude a contract of sale for certain goods posted on the websites.
General provisions
The public offer agreement is public, that is, in accordance with Art. 633, 641 of the Civil Code of Ukraine, its terms are the same for everyone. The contractual relationship between the seller and the buyer is drawn up in the form of a public offer agreement. If the buyer places an order on the site by clicking the appropriate button, it should be assumed that he agrees with the terms of the agreement and the norms of Ukrainian/international legislation. It does not matter whether it is an individual entrepreneur, legal entity or individual.
Mandatory information in the public offer agreement
The contract must contain the following information:
- About the seller
- Indicated means of communication with the seller
- Name of the product being sold or services being provided
- Rules for exchanging or returning the purchased product
- Warranties
- Methods of payment and delivery of the product
- Information that the cost of the product already includes value-added tax
- If the seller has a sales license, information about this must be available
It should be noted that the seller, having a certain product or offered services, does not have the right to refuse to conclude a public offer agreement.
Entry into force
This agreement becomes effective immediately after clicking “Order” or “Buy” the product. The agreement expires after the buyer receives the ordered product and pays for it.
Contract regulation
The legislation of Ukraine is used to regulate the issue of purchasing goods or receiving services. In the event that international legislation is taken into account, if this is agreed upon by the Verkhovna Rada of Ukraine, the regulation of relations takes place in accordance with the norms of international legislation.
Right to make changes
The entrepreneur has the right to change the terms of the public offer agreement at his own discretion. However, according to Article 663 of the Civil Code of Ukraine, if the seller changes the terms of the agreement taking into account the requirements of the buyer, these same terms must also apply to other buyers/clients.
Main provisions of the agreement
- According to this contract, the seller is obliged to sell the goods on the terms and conditions specified therein. The buyer is obliged to buy the goods by paying their cost on the terms of the same contract.
- The seller guarantees that his goods are not subject to pledge/dispute, are not under arrest and third parties have no rights to them.
- Both parties, the seller and the buyer, by agreeing to sell/buy the goods, hereby confirm the validity of this contract.
- The fact of the availability of permits for the sale of goods or the performance of certain services is confirmed by the seller.
In case of violation of the terms of the contract (buyer’s rights), according to the legislation of Ukraine, the seller undertakes to be liable under the law.
Rights and obligations of the seller
The seller of goods/service provider is obliged to:
- Fulfill the terms of the public offer agreement
- Send the goods/provide services upon receipt of payment from the buyer
- Sell the buyer exactly the goods whose photo the latter saw on the seller’s website and make the purchase in accordance with the agreement
- Before sending the goods, check their quality and the quantity declared on the website
- If a certain commission is charged when paying for goods/services with cards of a certain type, the seller must notify the buyer in advance, including such information in the agreement
Seller’s rights
- Unilaterally terminate the provision of services under this contract if the buyer violates its terms
Buyer’s rights and obligations
The responsibilities of the buyer/recipient of services include:
- Before ordering the goods, read the information about it, which is posted on the seller’s website
- Make payment on time, which will allow you to receive the order on the terms specified in this contract
- Upon receiving the goods, check its packaging (integrity), completeness and compliance with the stated on the website. In case of problems, with the help of the carrier/person who delivered the goods, enter data on damage, incomplete completeness, etc. in the act
- Follow the terms of the offer agreement and demand this from the seller
Payment procedure for goods/services. Contract price
In the public offer agreement, the issue of price and delivery of the goods is specified by the seller on the website.
When ordering several products by adding them to the cart, the cost of all is summed up and the payment amount is displayed. The contract must specify the conditions for changing the order, for example, taking into account its absence in a certain quantity, etc.
The buyer can pay for the goods as follows:
- Make a bank transfer to the seller’s account within 3 days of receiving the invoice
- Use cash on delivery for payment
- By credit card
Delivery of goods
- The buyer can receive the goods themselves or use the services of a delivery service. By choosing the delivery option by mail or another delivery service, the buyer agrees to the terms
- The signature placed by the buyer on the receipt of the goods indicates that he agrees with its quality
- If the goods are refused without good reason or if the buyer is not at the address specified by him, the goods will be returned to the seller, and the cost of the delivery service will be deducted from the amount of money transferred by the buyer as payment for the goods
Terms of return of goods
The right to return goods of inadequate quality is regulated by the Law of Ukraine “On Protection of Consumer Rights”. According to this law, goods can be returned within 14 days, excluding the day of purchase. Alternatively, longer terms set by the seller.
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Unforeseen circumstances
The public offer agreement must include a clause regarding force majeure circumstances:
- Both parties are liable for failure to fulfill obligations. However, this does not apply to the obligation to pay the cost of the goods in the event that a violation of this condition of the contract is proven due to force majeure
- In the event of force majeure, the party must inform the other party about it (in writing)
- The time required to fulfill obligations under the contract may be extended in the event of unforeseen circumstances
- If, due to circumstances beyond its control, the term for fulfilling the terms of the contract has been delayed by up to 3 months, the contract may be terminated unilaterally by notifying the other party in writing
It should be noted that even in the event of force majeure, if this results in the termination of the terms of the contract, the parties must make mutual settlements without fail.
Dispute resolution
- Failure to fulfill the terms of the contract entails liability under Ukrainian and, in certain cases, international law
- In the event of disputes related to the fulfillment of the terms of a public contract, the parties are obliged to resolve them through negotiations, taking into account compliance with the claim procedure (7 days from the date of receipt of the claim)
- Conflicting situations or other problems are resolved by the parties in court
Need help with a public offer agreement? The law firm “Prykhodko and Partners” offers professional support in the development, analysis and implementation of public offer agreements and others. We will ensure the protection of your interests, provide an expert assessment of existing agreements and help you avoid potential risks. Contact us via the form below for a consultation with a lawyer in the near future.
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Is a subscriber form of service possible to quickly resolve issues as they arise?
Yes, of course, we take companies for permanent support.
The subscription form of service allows you to receive a full range of legal services on an ongoing basis for a fixed monthly fee.
Our lawyers will accompany all economic legal relations of your company: from drawing up contracts and solving corporate issues to representing interests during inspections by regulatory bodies and in court disputes.
We have very flexible pricing, so contact us and we will discuss your specific case.
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