Europe
Section 1 - General Provisions 62
Article 2.101 (ex art. 5.101) - Conditions for the Conclusion of a Contract 63
1. A contract is concluded if: 64
- the parties intend to be legally bound, and 65
- they reach a sufficient agreement 66 without any further requirement. 67
2. A contract need not be concluded or evidenced in writing nor is it subject to any other requirement as to form. The contract may be proved by any means, including witnesses. 68
Section 2 - Offer and Acceptance 89
Article 2.201 (ex art. 5.201) - Offer 90
1.A proposal amounts to an offer if: 91
- it is intended to result in a contract if the other party accepts it, and 92
- it contains sufficiently definite terms to form a contract. 93
- the offer indicates that it is irrevocable; or 100
- it states a fixed time for its acceptance; or 101
- it was reasonable for the offeree to rely on the offer as being irrevocable and the offeree has acted in reliance on the offer. 102
- the offer expressly limits acceptance to the terms of the offer; or 123
- the offeror objects to the additional or different terms without delay; or 124
- the offeree makes its acceptance conditional upon the offeror's assent to the additional or different terms, and the assent does not reach the offeree within a reasonable time. 125
- has indicated in advance, explicitly, and not by way of general conditions, that it does not intend to be bound by a contract on the basis of paragraph (1); or 129
- without delay, informs the other party that it does not intend to be bound by such contract. 130
- General conditions of contract are terms which have been formulated in advance for an indefinite number of contracts of a certain nature, and which have not been individually negotiated between the parties. 131
2. An offer may be made to one or more specific persons or to the public. 94
3. A proposal to supply goods or services at stated prices made by a professional supplier in a public advertisement or a catalogue, or by a display of goods, is presumed to be an offer to sell or supply at that price until the stock of goods, or the supplier's capacity to supply the service, is exhausted. 95
Article 2.202 (ex art. 5.202) - Revocation of an Offer 96
1. An offer may be revoked if the revocation reaches the offeree beforeit has dispatched its acceptance or, in cases of acceptance by conduct, before the contract has been concluded under Article 2.205(2) or (3). 97
2. An offer made to the public can be revoked by the same means as were used to make the offer. 98
3. However, a revocation of an offer is ineffective if: 99
Article 2.203 (ex art. 5.203) - Lapse of an Offer 103
When a rejection of an offer reaches the offeror, the offer lapses. 104
Article 2.204 (ex art. 5.204) - Acceptance 105
1. Any form of statement or conduct by the offeree is an acceptance if it indicates assent to the offer. 106
2. Silence or inactivity does not in itself amount to acceptance. 107
Article 2.205 (ex art. 5.205) - Time of Conclusion of the Contract 108
1. If an acceptance has been dispatched by the offeree the contract is concluded when the acceptance reaches the offeror. 109
2. In case of acceptance by conduct, the contract is concluded when notice of the conduct reaches the offeror. 110
3. If by virtue of the offer, of practices which the parties have established between themselves, or of a usage, the offeree may accept the offer by performing an act without notice to the offeror, the contract is concluded when the performance of the act begins. 111
Article 2.206 (ex art. 5.206) - Time Limit for Acceptance 112
1. In order to be effective, acceptance of an offer must reach the offeror within the time fixed by it. 113
2. If no time has been fixed by the offeror acceptance must reach it within a reasonable time. 114
3. In the case of an acceptance by an act of performance under art. 2.205 (3), that act must be performed within the time for acceptance fixed by the offeror or, if no such time is fixed, within a reasonable time. 115
Article 2.207 (ex art. 5.208) - Late Acceptance 116
1. A late acceptance is nonetheless effective as an acceptance if without delay the offeror informs the offeree that he treats it as such. 117
2. If a letter or other writing containing a late acceptance shows that it has been sent in such circumstances that if its transmission had been normal it would have reached the offeror in due time, the late acceptance is effective as an acceptance unless, without delay, the offeror informs the offeree that it considers its offer as having lapsed. 118
Article 2.208 (ex art. 5.209) - Modified Acceptance 119
A reply by the offeree which states or implies additional or different terms which would materially alter the terms of the offer is a rejection and a new offer. 120
1. A reply which gives a definite assent to an offer operates as an acceptance even if it states or implies additional or different terms, provided these do not materially alter the terms of the offer. The additional or different terms then become part of the contract. 121
2. However, such a reply will be treated as a rejection of the offer if: 122
Article 2.209 (ex art. 5.210) - Conflicting General conditions 126
1. If the parties have reached agreement except that the offer and acceptance refer to conflicting general conditions of contract, a contractis nonetheless formed. The general conditions form part of the contract to the extent that they are common in substance. 127
2. However, no contract is formed if one party: 128