How is a contract formed? - Article 1113
Objective: Master the offer-acceptance mechanism and know exactly when your commitments become legally binding in the procurement process.
Legal sources
- Art. 1113 C. civ. - A contract is formed by the meeting of an offer and an acceptance
- Art. 1114 C. civ. - An offer includes the essential elements of the contract
- Art. 1118 C. civ. - Acceptance not conforming to the offer constitutes a counter-offer
A contract is formed by the meeting of an offer and an acceptance. In procurement, this mechanism translates directly into your everyday purchasing processes.
RFx / Tender
Invitation to negotiate (not a binding offer)
→
Supplier response / Quote
May constitute a binding offer if sufficiently specific
→
Purchase order / Acceptance
Forms the contract if it matches the offer
Characteristics of a valid offer (Art. 1114):
- Sufficiently specific (subject matter, price or calculation method)
- Expresses the intention to be bound
- Maintained for the stipulated period or a reasonable period
⚠️ Common pitfall: An RFP (Request for Proposal) generally does not constitute a binding offer, but rather an invitation to negotiate. The contract is not formed upon the supplier's response, but upon formal acceptance (purchase order, contract signature). Always check the wording!