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The Civil Code of the Russian Federation

(with the Additions and Amendments of February 20, August 12, 1996,
October 24, 1997, July 8, December 17, 1999, April 16, May 15,
November 26, 2001, March 21, November 14, 26, 2002,
January 10, March 26, November 11, December 23, 2003)

Part I
Section III
Subsection 2
Chapter 28
The Conclusion of the Contract

Chapter 28. The Conclusion of the Contract

Article 432. The Basic Provisions on the Conclusion of a Contract


1. The contract shall be regarded as concluded, if an agreement has been achieved between the parties on all its essential terms, in the form proper for the similar kind of contracts. As essential shall be recognized the terms, dealing with the object of the contract, the terms, defined as essential or indispensable for the given kind of contracts in the law or in the other legal acts, and also all the terms, about which, by the statement of one of the parties, an accord shall be reached.
2. The contract shall be concluded by way of forwarding the offer (the proposal to conclude the contract) by one of the parties and of its acceptance (the acceptance of the offer) by the other party.

Article 433. The Moment of the Conclusion of the Contract


1. The contract shall be recognized as concluded at the moment, when the person, who has forwarded the offer, has obtained its acceptance.
2. If in conformity with the law, the transfer of the property is also required for the conclusion of the contract, it shall be regarded as concluded from the moment of the transfer of the corresponding property (Article 224).
3. The contract, subject to the state registration, shall be regarded as concluded from the moment of its registration, unless otherwise stipulated by the law.

Article 434. The Form of the Contract


1. The contract may be concluded in any form, stipulated for making the deals, unless the law stipulates a definite form for the given kind of contracts. If the parties have agreed to conclude the contract in a definite form, it shall be regarded as concluded after the agreed form has been rendered to it, even if the law does not require such form for the given kind of contracts.
2. The contract in written form shall be concluded by compiling one document, signed by the parties, and also by way of exchanging the documents by mail, telegraph, teletype, telephone, by the electronic or any other type of the means of communication, which makes it possible to establish for certain that the document comes from the party by the contract.
3. The written form of the contract shall be regarded as observed, if the written offer to conclude the contract has been accepted in conformity with the order, stipulated by Item 3, Article 438 of the present Code.

Article 435. The Offer


1. The offer shall be recognized as the proposal, addressed to one or to several concrete persons, which is sufficiently comprehensive and which expresses the intention of the person, who has made the proposal, to regard himself as having concluded the contract with the addressee, who will accept the proposal. The offer shall contain the essential terms of the contract.
2. The offer shall commit the person, who has forwarded it, from the moment of its receipt by the addressee. If the notification about the recall of the offer comes in before, or simultaneously with the offer, the offer shall be regarded as not received.

Article 436. The Irrevocability of the Offer


The offer, received by the addressee, shall not be revoked in the course of the term, fixed for its acceptance, unless otherwise stipulated in the offer itself or follows from the substance of the proposal, or from the setting, in which it has been made.

Article 437. The Invitation to Make the Offers. The Public Offer


1. The advertisements and the other proposals, addressed to an indefinite circle of persons, shall be regarded as an invitation to make the offers, unless directly pointed out otherwise in the proposal.
2. The proposal, containing all the essential terms of the contract, in which is seen the will of the person, who is making the proposal, to conclude the contract on the terms, indicated in the proposal, with any responding person, shall be recognized as an offer (the public offer).

Article 438. The Acceptance


1. The acceptance shall be recognized as the response of the person, to whom the offer has been addressed, about its being accepted. The acceptance shall be full and unconditional.
2. The silence shall not be regarded as the acceptance, unless otherwise following from the law, from the custom of the business turnover, or from the former business relations between the parties.
3. The performance by the person, who has received an offer, of the actions, involved in complying with the terms of the contract, pointed out in the offer (the dispatch of commodities, the rendering of services, the performance of works, the payment of the corresponding amount of money, etc.), shall be regarded as the acceptance, unless otherwise stipulated by the law or by the other legal acts, or pointed out in the offer.

Article 439. Recall of the Offer


If the notification about the recall of the offer has come to the person, who has forwarded the offer, before the acceptance or simultaneously with it, the acceptance shall be regarded as not obtained.

Article 440. Conclusion of the Contract on the Ground of the Offer, Fixing the Term of Acceptance


When the term of acceptance has been fixed in the offer, the contract shall be regarded as concluded, if the acceptance has been obtained by the person, who has forwarded the offer, within the term, stipulated in it.

Article 441. Conclusion of the Contract on the Ground of the Offer, Not Fixing the Term of Acceptance


1. When in the written offer no term of acceptance has been stipulated, the contract shall be regarded as concluded, if the acceptance has been obtained by the person, who has forwarded the offer, before the expiry of the term, fixed by the law or by the other legal acts, and if such term has not been fixed - in the course of the normally required time.
2. When the offer has been made orally and no term of acceptance has been indicated, the contract shall be regarded as concluded, if the other party immediately declared its acceptance.

Article 442. The Acceptance, Obtained with a Delay


In the cases, when the duly forwarded notification about the acceptance is received with a delay, the acceptance shall not be regarded as belated, unless the party, which has forwarded the offer, immediately notifies the other party about the arrival of the acceptance with a delay.
If the party, which has forwarded the offer, immediately notifies the other party about the obtaining of its acceptance, which has come in with a delay, the contract shall be regarded as concluded.

Article 443. The Acceptance on the Other Terms


The answer, indicating the consent to conclude the contract on the terms other than those indicated in the offer, shall not be regarded as the acceptance.
Such an answer shall be recognized as the refusal of the acceptance and at the same time as a new offer.

Article 444. The Place of the Conclusion of the Contract


If no place of its conclusion has been indicated in the contract, it shall be recognized as concluded at the place of residence of the citizen or at the place of location of the legal entity, who (which) has forwarded the offer.

Article 445. The Obligatory Conclusion of the Contract


1. In the cases, when in conformity with the present Code or with the other laws, the conclusion of the contract is obligatory for the party, to which the offer (the draft contract) has been forwarded, this party shall forward to the other party the notification about the acceptance, or about the refusal of the acceptance, or about the acceptance of the offer on different terms (the records on the differences by the draft contract) within 30 days from the date, when the offer was received. The party, which has forwarded the offer and which has received from the party, for which the conclusion of the contract is obligatory, the notification about its acceptance on different terms (the records on the differences by the draft contract), shall have the right to pass the differences, which have arisen during the conclusion of the contract, for consideration to the court within 30 days from the day of receiving such a notification or from the day of the expiry of the term of acceptance.
2. In the cases, when in conformity with the present Code or with the other legal acts, the conclusion of the contract is obligatory for the party, which has forwarded the offer (the draft contract), and when within 30 days the records on the differences by the draft contract are forwarded to it, this party shall be obliged to notify the other party, within 30 days from the receipt of the records on the differences, about the acceptance of the contract in its own version, or about the rejection of the records on the differences. In the case of the records on the differences being rejected, or of the non-receipt of the notification about the results of their examination within the stipulated term, the party, which has forwarded the records of the differences, shall have the right to pass the differences that have arisen during the conclusion of the contract, for consideration to the court.
3. The rules on the term, stipulated by Items 1 and 2 of the present Article, shall be applied, unless the other term has been stipulated by the law or by the other legal acts, or has been agreed upon between the parties.
4. If the party, for which, in conformity with the present Code or with the other laws, the conclusion of the contract is obligatory, avoids its conclusion, the other party shall have the right to turn to the court with a claim for compelling it to conclude the contract. The party, groundlessly avoiding the conclusion of the contract, shall be obliged to recompense to the other party the losses, thus inflicted upon it.

Article 446. The Pre-Contract Disputes


In the cases, when the differences, arising during the conclusion of the contract, are passed for consideration to the court on the ground of Article 445 of the present Code or by an agreement between the parties, the terms of the contract, by which the parties have displayed differences, shall be defined in conformity with the court decision.

Article 447. Conclusion of the Contract by a Tender


1. The contract, unless otherwise following from its substance, shall be concluded by way of holding a tender. In this case, the contract shall be concluded with the person, who has won it.
2. In the capacity of the organizer of the tender shall come out the owner of the thing, or the possessor of the right of ownership, or a specialized organization. The latter shall act on the ground of the contract with the owner of the thing or with the possessor of the right of ownership, and shall come out on their behalf or on its own behalf.
3. In the cases, pointed out in the present Code or in the other law, the contracts on the sale of the thing or of the right of ownership may be concluded only by way of holding a sale.
4. The sale shall be held in the form of an auction or of a tender. The winner of the bidding at an auction shall be recognized as the person, who has offered the highest price, and at the tender - the person, who, as has been concluded by the tender commission, appointed in advance by the organizer of the tender, has offered the best terms.
The form of the bidding shall be defined by the owner of the thing on sale or by the possessor of the realized right of ownership, unless otherwise stipulated by the law.
5. The auction and the tender, in which only one customer has participated, shall be recognized as having failed.
6. The rules, stipulated by Articles 448 and 449 of the present Code, shall be applied to the public auctions, held by way of execution of the court ruling, unless otherwise stipulated by the procedural legislation.

Article 448. The Organization and the Order of Holding the Sales


1. The auctions and tenders shall be open and closed. In an open auction and in an open tender anybody may take part. In a closed auction and in a closed tender only the persons, specially invited for this purpose, shall take part.
2. Unless otherwise stipulated by the law, the statement on the holding of the sale shall be made by its organizer not later than 30 days in advance. The statement shall in any case contain information on the time, the place and the form of the sale, on its object and procedure, including that involved in formalizing the participation in the sale, in the way of determining the winner in the bidding, and shall also name the starting price. If the object of the bidding is only the right to conclude a contract, the statement on the forthcoming auction shall contain the indication of the term, granted for this.
3. Unless otherwise stipulated by the law or by the statement on the holding of the sale, the organizer of an open auction, who has made the statement, 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 in the case of the tender - not later than 30 days before its holding. In the cases, when the organizer of the open sale has refused to hold it with the violation of the fixed term, he shall be obliged to recompense to the participants the actual losses they have suffered.
The organizer of the closed auction or of a closed tender shall be obliged to recompense to the invited participants their actual losses, regardless of fact, on what particular date after forwarding to them the notification the refusal to hold it followed.
4. The participants in the sale shall put in an advance in the amount, within the term and in conformity with the order, which have been pointed out in the notification about the holding of the sale. In case it has not taken place, the advance shall be liable to return. The advance shall also be returned to the persons, who, while having taken part in the bidding, have not won it. When concluding the contract with the person, who has won the bidding, the amount of the advance put in by him shall be offset against the discharge of obligations by the concluded contract.
5. The person, who has won the sale, and its organizer shall sign the records on the results of the bidding, which shall possess the power of a contract, on the day of the bidding. The winner of the sale shall lose the advance, put in by him, in case he tries to avoid the signing of the records. The organizer of the sale, who has avoided the signing of the records, shall be obliged to return the advance in the double amount, and also to recompense to the winner of the sale his losses, involved in his taking part in the bidding, in the part, exceeding the amount of the advance. If the object of the sale has been only the right to conclude a contract, such a contract shall be signed by the parties not later than within 20 days, or within another term, pointed out in the notification, after the end of the bidding and the formalization of the records. In case of one of the parties avoiding the signing of the contract, the other party shall have the right to file a claim with the court for a compulsory conclusion of the contract, and also for the compensation of the losses, caused by such an attempt to avoid its conclusion.

Article 449. The Consequences of Violation of the Rules for Holding the Sale


1. The sale, held with the violation of the rules, laid down by the law, may be recognized by the court as invalid upon the claim of the interested persons.
2. The recognizing of the bidding to be invalid shall entail the invalidity of the contract, concluded with the person, who has won it.

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