Chapter 28. The conclusion of the contract.
Article 432. Basic provisions on the conclusion of the contract.
1. A contract is deemed to be concluded if an agreement has been reached between the parties, in the form required in the applicable cases, on all the essential terms of the contract.
Essential are the conditions on the subject of the contract, the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type, as well as all those conditions regarding which an agreement must be reached at the request of one of the parties.
2. A contract is concluded by sending an offer (an offer to conclude a contract) by one of the parties and its acceptance (acceptance of the offer) by the other party.
Article 433. The moment of the conclusion of the contract.
1. A contract shall be recognized as concluded at the time of receipt by the person who sent the offer of its acceptance.
2. If, in accordance with the law, the transfer of property is also required for the conclusion of a contract, the contract shall be considered concluded from the time of the transfer of the relevant property (Article 224).
3. A contract that is subject to state registration shall be considered concluded from the moment of its registration, unless otherwise provided by law.
Article 434. The form of the contract.
1. A contract may be concluded in any form provided for the conclusion of transactions, if the law does not establish a specific form for contracts of this type.
If the parties have agreed to conclude a contract in a certain form, it is considered to be concluded after giving it an agreed form, even if the law did not require such a form for contracts of this type.
2. A contract in writing can be concluded by drawing up a single document signed by the parties, as well as by exchanging documents through postal, telegraph, teletype, telephone, electronic or other communication, which can reliably establish that the document originates from the party to the contract.
3. The written form of the contract is considered to be complied with, if the written proposal to conclude the contract is adopted in the manner provided for by paragraph 3 of Article 438 of this Code.
Article 435. Offer.
1. An offer is a proposal addressed to one or several specific persons, which is quite definite and expresses the intention of the person who made the offer to consider himself to have concluded an agreement with the addressee, who will accept the offer.
The offer must contain the essential terms of the contract.
2. The offer shall bind the person who sent it from the moment of its receipt by the addressee.
If the notice of withdrawal of an offer has been received earlier or at the same time as the offer itself, the offer is considered not received.
Article 436. Irrevocability of the offer.
The offer received by the addressee cannot be withdrawn within the time limit set for its acceptance, unless otherwise specified in the offer itself or it follows from the substance of the offer or the environment in which it was made.
Article 437. Invitation to make offers. Public offer.
1. Advertising and other proposals addressed to an indefinite circle of persons are considered as an invitation to make offers, unless otherwise specified in the proposal.
2. A proposal containing all the essential terms of the contract, from which the will of the person making the offer is seen, to conclude an agreement on the conditions specified in the offer, with anyone who responds, is considered an offer (public offer).
Article 438. Acceptance.
1. Acceptance is the answer of the person to whom the offer is addressed, on its acceptance.
Acceptance must be complete and unconditional.
2. Silence is not an acceptance, unless otherwise follows from the law, the custom of business turnover or from the former business relations of the parties.
3. The execution by the person who received the offer, within the period established for its acceptance, actions to fulfill the terms of the contract specified in it (shipment of goods, provision of services, performance of work, payment of the appropriate amount, etc.) is considered an acceptance unless otherwise provided law, other legal acts or not specified in the offer.
Article 439. Acceptance withdrawal.
If the notice of withdrawal of acceptance has been received by the person who sent the offer, earlier or at the same time as the acceptance, the acceptance is considered not received.
Article 440. Conclusion of a contract on the basis of an offer defining the term for acceptance.
When the deadline for acceptance is specified in the offer, the contract is concluded if the acceptance is received by the person who sent the offer, within the term specified in it.
Article 441. Conclusion of an agreement on the basis of an offer that does not determine the term for acceptance.
1. When the written offer does not specify a time limit for acceptance, the contract is considered to be concluded if the acceptance is received by the person who sent the offer before the expiration of the period established by law or other legal acts, and if such time is not set .
2. When an offer is made orally without specifying the deadline for acceptance, the contract is considered concluded if the other party immediately announced its acceptance.
Article 442. Acceptance received late.
In cases where a timely notice of acceptance is received with a delay, the acceptance is not considered late if the party who submitted the offer does not immediately notify the other party about receipt of the acceptance with a delay.
If the party that submitted the offer immediately informs the other party about accepting its acceptance received late, the contract is considered to be concluded.
Article 443. Acceptance on other conditions.
The answer to agree to conclude an agreement on conditions other than those proposed in the offer is not an acceptance.
Such a response is recognized as a refusal to accept and at the same time a new offer.
Article 444. Place of conclusion of the contract.
If the contract does not indicate the place of its conclusion, the contract shall be deemed to be concluded at the place of residence of the citizen or the location of the legal entity that sent the offer.
Article 445. The conclusion of the contract is mandatory.
1. In cases where, in accordance with this Code or other laws for the party to which the offer is sent (draft contract), the contract is required to be entered into, this party must send the other party a notice of acceptance, or of refusal of acceptance, or of acceptance of the offer for other conditions (protocol of disagreements to the draft agreement) within thirty days from the date of receipt of the offer.
The party that submitted the offer and received from the party for which the conclusion of the contract is mandatory, notice of its acceptance on other conditions (protocol of disagreements to the draft contract) has the right to transfer the differences arising during the conclusion of the contract to the court within thirty days from the date of receipt of such notice or expiration of acceptance.
2. In cases where, in accordance with this Code or other laws, the conclusion of a contract is mandatory for the party that submitted the offer (draft contract), and a protocol of disagreements to the draft contract will be sent to it within thirty days, this party is obliged within thirty days from the day receiving the protocol of disagreements, notify the other party about the acceptance of the agreement in its edition or about the rejection of the protocol of disagreements.
When a protocol of disagreements is rejected or a notification is not received on the results of its consideration within a specified period, the party that sent the protocol of disagreements has the right to submit the disagreements arising during the conclusion of the contract to the court.
3. The rules on deadlines provided for by paragraphs 1 and 2 of this article shall apply, unless other periods are established by law, other legal acts, or not agreed by the parties.
4. If a party for which, in accordance with this Code or other laws, the conclusion of a contract is mandatory, evades its conclusion, the other party has the right to apply to the court forcing him to conclude an agreement.
The party unreasonably refusing to conclude a contract must compensate the other party for the damages caused.
Article 446. Pre-contractual disputes.
In cases of transfer of disagreements arising during the conclusion of the contract to the court on the basis of Article 445 of this Code or by agreement of the parties, the terms of the contract on which the parties had disagreements are determined in accordance with the court decision.
Article 447. The conclusion of the contract at the auction.
1. A contract, unless otherwise provided by its substance, may be concluded by means of tendering. The contract is with the person who won the auction.
2. As the organizer of the auction can be the owner of the thing or the owner of the property right or a specialized organization. A specialized organization acts on the basis of a contract with the owner of the thing or the owner of the property right and acts on their behalf or on their own behalf.
3. In the cases specified in this Code or other law, contracts for the sale of a thing or property right can be concluded only by means of tendering.
4. Bidding is conducted in the form of an auction or tender.
The winning bidder is recognized as the person who offered the highest price, and the bidder is the person who, according to the conclusion of the bidding committee appointed in advance by the bidding organizer, offered the best conditions.
The form of the auction is determined by the owner of the thing being sold or the owner of the real property right, unless otherwise provided by law.
5. An auction and a tender in which only one participant participated shall be deemed invalid.
6. The rules provided for in Articles 448 and 449 of this Code shall apply to public auction held in the order of execution of a court decision, unless otherwise provided by procedural legislation.
Article 448. The organization and procedure for bidding.
1. Auctions and contests may be open and closed.
In open auction and open competition, any person can participate. In a closed auction and a closed competition, only persons specially invited for this purpose participate.
2. Unless otherwise provided by law, a notice of tendering must be made by the organizer no less than thirty days before they are held. The notification must contain, in any case, information on the time, place and form of bidding, their subject matter and the procedure for conducting it, including registration of participation in bidding, determining the person who won the bidding, as well as information about the initial price.
If the subject of the auction is only the right to conclude a contract, the notice provided for the upcoming auction should indicate the period provided for this.
3. Unless otherwise provided by law or in the notice of bidding, the organizer of open bidding, who made the notice, shall have the right to refuse to hold the auction at any time, but not later than three days before the date of its holding, and the competition - no later than thirty days before the competition.
In cases when the organizer of the open bidding refused to conduct them in violation of the specified deadlines, he is obliged to compensate the participants for the actual damage suffered by them.
The organizer of a closed auction or a closed tender is obliged to compensate the participants who have invited them the actual damage, regardless of the exact time after the notice was sent, the refusal to bid has followed.
4. Bidders shall make a deposit in the amount, time and manner specified in the notice of bidding. If the auction did not take place, the deposit is subject to return. The deposit is also returned to persons who participated in the auction, but did not win them.
When concluding an agreement with the person who won the auction, the amount of the deposit paid by him shall be counted towards the fulfillment of obligations under the concluded agreement.
5. The person who won the bidding and the organizer of the bidding sign on the day of the auction or competition a protocol on the results of the bidding, which has the force of the contract. The person who won the bidding, in case of evasion from signing the protocol, loses the deposit made by him. The organizer of the auction, who avoided signing the protocol, is obliged to return the deposit in double amount, as well as to reimburse the person who won the tender for losses incurred by participation in the tender in the part exceeding the deposit amount.
If the subject of bidding was only the right to conclude a contract, such a contract must be signed by the parties no later than twenty days or another period specified in the notice after the bidding is completed and the minutes are drawn up. In the event that one of them evades from concluding an agreement, the other party has the right to apply to the court with the requirement to compel the conclusion of an agreement, as well as to pay damages caused by evasion from its conclusion.
Article 449. Consequences of violation of the rules for conducting tenders
1. Bidding conducted in violation of the rules established by law may be declared invalid by a court at the request of the interested person.
2. The recognition of the auction invalidates the invalidity of the agreement concluded with the person who won the auction.
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