National law – CZ – Contract law – chapter 2

The process of concluding the contract consists of 2 steps, namely the proposal to conclude the contract (offer) and accept the offer (acceptance). The bidder (offeror) and the person who accepts the offer (the acceptant) appear in the process of concluding the contract. The proposal to conclude a contract (“offer”) must make it clear that the person who makes it intends to conclude a contract with the person to whom the offer is made. Legal negotiation is a tender if it contains the essential elements of the contract in such a way that the contract can be concluded by its simple and unconditional acceptance and if it results from the applicant’s will to be bound by the contract if the offer is accepted. The offer made orally must be accepted without delay, unless something else stems from its content or the circumstances in which it occurred. This is also the case if a person’s offer has been submitted in writing. Offer made in writing to an absent person must be received within the time limit specified in the tender. If the deadline is not specified, the offer may be accepted at a time of reasonableness in the proposed contract and the speed of the funds used by the proposer to send the tender. Even if the offer is revocable, it cannot be withdrawn within the time limit for receipt, unless it is reserved in the offer. A revocable offer may be appealed only if an appeal is made to the other party before it has sent the offer. The offer cannot be appealed if irrevocability is expressed in the offer and if the offer is rejected, it expires with the refusal effect. Should one of the parties die or lose its right to enter into a contract, the offer shall cease as soon as it is apparent from the offer itself or from the nature and purpose of the proposed contract.

The offer also includes advertising of goods or services in the catalog or the display of goods if this has happened in the seller’s business. If such offer is accepted, the business must meet the contract. This obligation is only forfeited by the exhaustion of inventories or the loss of their ability to meet the contract.

The offer must be accepted by the person who is the bidder (the addressee) and who accepts it with his explicit consent. If the person is silent, this does not mean consent, and if the person fails to comment on the offer, he / she is deemed not to have accepted the offer and has not concluded the contract.
If the addressee will be interested in signing the contract but with some amended or modified terms, it is not a contract. From the legal point of view, it presents a new offer. The proposal to conclude a contract may be directed to more than one person, for example, when buying a co-ownership of more than one person, the offer will be addressed to all co-owners. The contracts are then concluded by accepting all the addresses.

It is also possible to cancel acceptance of the offer. The condition is that the abolition of the acceptance occurred to the proposer at the latest with this acceptance. In practice, it is customary that offer will not be accepted by explicit expression of will but by simple negotiation by the acceptor in accordance with the contract. This means that the customer orders the goods by e-mail and the supplier, without confirming the order, supplies the goods. The agreement is concluded as soon as the parties have negotiated its content. Within the limits of the law, the parties are left free to negotiate the contract and determine its content. In negotiating the conclusion of a contract, the parties shall communicate to each other all the factual and legal circumstances of which they know or must to know, so that each of the parties may be convinced of the possibility of entering into a valid agreement and that each of the parties is manifestly willing to conclude the contract. If the parties reach so much in the negotiation of a contract that the conclusion of the contract is highly likely, the party who acts unfairly against the justified side of the other party in the conclusion of the contract for the conclusion of the contract will act unfairly without having a fair reason for doing so. A party that acts unfairly will compensate the other party for damage, but at most to the extent that corresponds to the loss of the uncontracted contract in similar cases.

The parties to the contract may also agree that a third party or court shall designate an agreement. The most common case will be the agreement that the buyer’s purchase price is determined by the expert’s opinion. This is a stand-by condition and the contract becomes effective as soon as the missing person completes the requisite. At one negotiating, the parties may enter into several contracts, yet each such contract, its validity, performance and duration are assessed separately. It is also possible to conclude the opposite agreement and make several separate contracts dependent on each other, so the duration of one contract is a precondition for others. An example of such a contract is that when the lease is concluded, the parties may agree that the tenant will provide some other services to the lessor, but the termination of the lease will also terminate the provision of these services.

As to the form of the contract, it means how the contract is to be concluded, whether a written form is required or that oral proceedings are sufficient. It is also possible to conclude a treaty without words, but it is required that the will of the parties to be concluded and the requirements of the agreement be clearly demonstrated. A typical example is the purchase of goods in the supermarket.
We also know special ways of concluding contracts, namely auctioning, public tender for the most appropriate offer and public competition. At the auction, the contract is closed by a strike, the offer made is canceled if a higher offer is made, or the auction terminates otherwise than by a strike. The offer will be defined in written form, at least in general terms, the subject matter of the performance and the other content of the intended contract, and determine the manner in which the offer will be submitted and the deadline for ofering as well as the time limit for the notification of the selected tender. The contest conditions will be published in the appropriate manner. The bidder selects the most appropriate of the offers and announces its acceptance in the manner and within the time specified in the competition terms.

The public offer is an expression of the will of the petitioner, addressing indefinite persons with a proposal to conclude the contract. On the basis of a public offer, the contract is concluded with the person who promptly announces in a timely manner and in accordance with it that the public offer is accepted. If a public offer simultaneously takes several persons, the contract is concluded with the one chosen by the petitioner.

Invalid is a contract whereby somebody abuses the distress, inexperience, intellectual weakness, excitement or recklessness of the other party, and gives to himself or to another promise or to provide a transaction whose value is to grossly meet one another.

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