Subsection 2: Offer and acceptance

The contract is formed by the meeting of an offer and an acceptance by which the parties manifest their will to commit themselves. This will may result from a declaration or unequivocal conduct of its author.

The offer, which may be made to a specific or unspecified person, includes the essential elements of the proposed contract and expresses the offeror’s intention to be bound in the event of acceptance. Failing this, there is only an invitation to enter into negotiations.

It may be freely retracted until it reaches the addressee.

It may not be retracted before the expiry of the period set by its author or, failing that, the end of a reasonable period. The withdrawal of the offer in breach of this prohibition prevents the conclusion of the contract. It engages the extra-contractual liability of its author under the conditions of ordinary law without obliging him to compensate for the loss of the benefits expected from the contract.

The offer lapses on expiry of the period set by the offeror or, failing that, on expiry of a reasonable period. It also lapses in the event of the incapacity or death of the offeror, or the death of the offeree.

Acceptance is a manifestation of the offeror’s intention to be bound by the terms of the offer. As long as the acceptance has not reached the offeror, it may be freely retracted, provided that the retraction reaches the offeror before the acceptance. An acceptance which does not conform to the offer is devoid of effect, unless it constitutes a new offer.

Terms and conditions invoked by one party shall only have effect in relation to the other if they have been brought to the knowledge of the latter and accepted by it. In the event of any inconsistency between terms and conditions invoked by either party, the inconsistent clauses shall have no effect. In the event of a discrepancy between general conditions and special conditions, the latter shall prevail over the…

Silence does not constitute acceptance, unless otherwise required by law, custom, business relations or particular circumstances.

The contract is concluded as soon as acceptance reaches the offeror. It is deemed to be concluded at the place where the acceptance is received.

The law or the contract may provide for a cooling-off period, which is the period before the expiry of which the recipient of the offer may not express his acceptance, or a withdrawal period, which is the period before the expiry of which the recipient may withdraw his consent.